The compensation committee of our board administers our long-term incentive plan (“LTIP”) covering certain of our employees and the independent directors of our board. The LTIP primarily consists of phantom units and permits the grant of awards covering an aggregate of 13.7 million of our common units. The estimated units remaining available under the LTIP at December 31, 2022 totaled approximately 1.8 million. The awards include: (i) performance-based awards issued to certain officers and other key employees (“performance-based awards”), (ii) time-based awards issued to certain officers and other key employees (“time-based awards,” and together with performance-based awards, “employee awards”) and (iii) awards issued to independent members of our board (“director awards”) that may be deferred and if deferred may be paid in cash. All of the awards include distribution equivalent rights, except non-deferred director awards.

The LTIP requires employee awards to be settled in our common units, except the settlement of distribution equivalents, which we pay in cash. As a result, we classify employee awards as equity. Fair value for these awards is determined on the grant date, and we recognize this value as compensation expense ratably over the requisite service period, which is the vesting period of each award. The vesting period for employee awards is generally three years; however, certain awards have been issued with shorter vesting periods. Because employee awards contain distribution equivalent rights, the fair value of our employee awards is based on the closing price of our units on the grant date.

Payouts for performance-based awards are subject to the attainment of a financial metric. The financial metric for the performance-based awards is our distributable cash flow per unit excluding commodity-related activities for the last year of the three-year vesting period as compared to established threshold, target and stretch levels. The payouts for the performance-related component of the awards can range from 0%, for results below threshold, up to

200%, for actual results at stretch or above. Payouts related to time-based awards are based solely on the completion of the requisite service period by the employee and contain no provisions that provide for a payout other than the original number of units awarded and the associated distribution equivalents.

Performance-based awards are subject to forfeiture if a participant’s employment is terminated for any reason other than for termination within two years of a change-in-control that occurs on an involuntary basis without cause or on a voluntary basis for good cause, or due to retirement, disability or death prior to the vesting date. These awards can vest early under certain circumstances following a change in control. Time-based awards are subject to forfeiture if a participant’s employment is terminated for any reason other than retirement, death or disability prior to the vesting date, or as the result of certain other employment restrictions. If an employee award recipient retires, dies or becomes disabled prior to the end of the vesting period, the award is prorated based upon months of employment completed during the vesting period, and the award is settled shortly after the end of the vesting period.

Compensation expense for our equity awards is calculated as the number of unit awards less forfeitures, multiplied by the grant date fair value of those awards, multiplied by the percentage of the requisite service period completed at each period end, multiplied by the expected payout percentage, less previously-recognized compensation expense.

Non-deferred director awards are paid in units valued on the grant date, with compensation expense calculated as the number of units awarded multiplied by the fair value of those units at that date. We classify deferred director awards as liability awards because they may be settled in cash. Because deferred director awards have distribution equivalent rights, the fair value of these awards equals the closing price of our units at the measurement date. Compensation expense for deferred director awards is calculated as the number of units awarded, multiplied by the fair value of those awards on the measurement date, less previously-recognized compensation expense.

The following table includes the changes during the current fiscal year in the number of non-vested units that have been granted by the compensation committee. The amounts below do not include adjustments for above-target or below-target performance.


	Performance-Based Awards			Time-Based Awards			Total Awards
	Number of Unit Awards	Weighted Average Fair Value		Number of Unit Awards	Weighted Average Fair Value		Number of Unit Awards	Weighted Average Fair Value
Non-vested units - 1/1/2022	445,925	$	48.66	470,514	$	48.67	916,439	$	48.67
Units granted during 2022	296,236	$	48.76	320,844	$	48.75	617,080	$	48.75
Units vested during 2022	(168,939)	$	61.16	(176,846)	$	61.15	(345,785)	$	61.16
Units forfeited during 2022	(28,619)	$	46.92	(30,024)	$	47.11	(58,643)	$	47.02
Non-vested units - 12/31/2022	544,603	$	44.93	584,488	$	45.02	1,129,091	$	44.97

The table below summarizes the total non-vested unit awards outstanding, including estimated targeted financial performance adjustments, to determine our total equity-based liability accrual.


Awards Description	Non-Vested Unit Awards	Performance Adjustment to Unit Awards	Total Unit Award Accrual	Vesting Date	Unrecognized Compensation Expense (in millions)(a)
Performance-based awards:
2021 awards	264,352	198,264	462,616	12/31/2023	$	4.5
2022 awards	280,251	70,063	350,314	12/31/2024	8.8
Time-based awards:
2023 vesting date	283,002	—	283,002	12/31/2023	2.9
2024 vesting date	301,486	—	301,486	12/31/2024	8.0
Total	1,129,091	268,327	1,397,418		$	24.2


	Performance-Based Awards			Time-Based Awards
	Number of Unit Awards	Weighted Average Fair Value		Number of Unit Awards	Weighted Average Fair Value
Units granted during 2020	189,632	$	61.16	198,450	$	61.18
Units granted during 2021	281,823	$	40.85	301,873	$	40.99
Units granted during 2022	296,236	$	48.76	320,844	$	48.75

The table below sets forth the numbers and values of units that vested in each of the three years ended December 31, 2022. The vested common units include adjustments for above or below target financial and market performance.


Vesting Date	Vested Common Units	Fair Value of Unit Awards on Vesting Date (in millions)	Intrinsic Value of Unit Awards on Vesting Date (in millions)
12/31/2020	235,127	$15.2	$10.0
12/31/2021	316,336	$19.3	$14.7
12/31/2022	334,656	$20.2	$16.8

The difference between the common units issued to the participants and the total number of unit awards vested primarily represents the tax withholdings associated with the award settlement, which we pay in cash.


Settlement Date	Number of Common Units Issued, Net of Tax Withholdings	Tax Withholdings and Other Cash Payments (in millions)	Employer Taxes (in millions)	Total Cash Payments (in millions)
January 2020	275,093	$14.7	$1.3	$16.0
January 2021	150,435	$6.2	$0.7	$6.9
January 2022	200,949	$8.9	$0.8	$9.7