NOTE 9—INCENTIVE COMPENSATION

Effective May 6, 2015, the Company’s general partner adopted a long-term incentive plan (the “2015 LTIP”), pursuant to which non-employee directors of the Company’s general partner and certain employees and consultants of the Company and its affiliates are eligible to receive awards with respect to the Company’s common or subordinated units. In connection with the IPO, outstanding restricted common units in the Predecessor were exchanged for restricted common and subordinated units in the Company under the 2015 LTIP. Additionally, a provision contained in certain of the Predecessor’s restricted unit agreements that allowed award recipients to request cash settlement for up to 50% of their restricted unit awards granted prior to December 31, 2014 was removed; as such, these awards are no longer classified as liability awards. The Company’s general partner currently intends to grant new equity-based awards under the 2015 LTIP only with respect to common units. The 2015 LTIP permits the grant of unit options, unit appreciation rights, restricted units, unit awards, phantom units, distribution equivalent rights either in tandem with an award or as a separate award, cash awards, and other unit-based awards.

On May 6, 2015, in conjunction with the adoption of the 2015 LTIP, the Board of Directors of the Company’s general partner (the “Board”) approved a grant of awards to each of the Company’s executive officers, certain other employees, and each of the non-employee directors of the Company’s general partner. These awards consisted of restricted common units, restricted performance units (in the form of phantom units) with distribution equivalent rights, fully vested common units, and cash awards. The grants included 1,034,013 restricted common units subject to limitations on transferability, customary forfeiture provisions, and service-based graded vesting requirements through April 1, 2019. The holders of restricted common unit awards have all of the rights of a common unitholder, including non-forfeitable distribution rights with respect to their restricted common units. The grant-date fair value of these awards, net of estimated forfeitures, is recognized ratably using the straight-line attribution method. The Board also approved a grant of 947,142 restricted performance units that are subject to both performance-based and service-based vesting provisions. The number of common units issued to a recipient upon vesting of a restricted performance unit will be calculated based on performance against certain metrics that relate to the Company’s performance over each of the four 12-month performance periods commencing April 1, 2015. The target number of common units subject to each restricted performance unit is one; however, based on the achievement of performance criteria, the number of common units that may be received in settlement of each restricted performance unit can range from zero to two times the target number. The restricted performance units are eligible to become earned as follows: 16.66%, 16.67%, and 16.67% of the performance units may become earned in each of the 12-month performance periods that end on March 31, 2016, March 31, 2017 and March 31, 2018, respectively. The remaining 50% of the restricted performance units are eligible to become earned during the final 12-month performance period that ends on March 31, 2019. If the performance criteria are not met for the final performance period, the awards allow for a make-up period ending on March 31, 2020. Compensation expense related to the restricted performance unit awards is determined by multiplying the number of common units underlying such awards that, based on the Company’s estimate, are likely to vest, by the grant-date fair value and recognized using the accelerated attribution method. Distribution equivalent rights for the restricted performance unit awards that are expected to vest are charged to partners’ capital. Additionally, non-employee directors of the Company’s general partner received a one-time grant totaling 63,156 fully vested common units. Cash awards totaling $2.7 million with service-based graded vesting requirements through March 31, 2019 were also granted to certain other employees.

The table below summarizes incentive compensation expense recorded in general and administrative expenses in the consolidated statements of operations for the three and six months ended June 30, 2015 and 2014, respectively.

	Three Months Ended June 30,				Six Months Ended June 30,
Incentive compensation expense	2015		2014		2015		2014
	(In thousands)
Cash—long-term incentive plan	$	4,029	$	2,506	$	7,480	$	5,725
Equity-based compensation—restricted common and subordinated units		2,668		1,716		3,950		3,432
Equity-based compensation—restricted performance units		1,260		—		1,260		—
Board of Directors incentive plan		1,671		550		2,152		3,160
Total incentive compensation expense	$	9,628	$	4,772	$	14,842	$	12,317