UNIT-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2012

The number of awards granted under long-term incentive plans

Year Ended December 31,

2012

2011

2010

Granted

Vesting

Granted

Vesting

Granted

Vesting

2000 LTIP:

Performance awards

33,445

(a)

27,111

(a)

21,380

(a)

Restricted units

231,855

1/5 per year

208,195

1/5 per year

191,430

1/5 per year

Restricted units (grants to non-employee directors of NuStar GP, LLC)

8,170

1/3 per year

6,760

1/3 per year

3,938

1/3 per year

UIP:

Restricted units (b)

15,382

1/5 per year

14,005

1/5 per year

11,520

1/5 per year

2006 LTIP:

Restricted units

25,640

1/5 per year

24,970

1/5 per year

21,935

1/5 per year

Restricted units (grants to non-employee directors of NuStar GP Holdings) (c)

10,601

1/3 per year

9,987

1/3 per year

6,156

1/3 per year


(a)	Performance awards vest 1/3 per year if certain performance measures are met, as defined in the award agreements.


(b)	The UIP restricted unit grants include 3,392, 2,880 and 2,460 restricted unit awards granted to certain international employees for the years ended December 31, 2012, 2011 and 2010, respectively, that vest 1/3 per year, as defined in the award agreements.


(c)	Expenses resulting from our awards to non-employee directors are not reimbursed by NuStar Energy and are included in “general and administrative expenses” on our consolidated statements of comprehensive income (loss).

Summary of long-term incentive plan compensation expenses



	Year Ended December 31,
	2012		2011		2010
	(Thousands of Dollars)
Long-term incentive plan compensation expense charged to NuStar Energy	$	7,745	$	8,521	$	20,349
Expenses resulting from NuStar GP Holdings awards to non-employee directors	305		305		225

The status of vested NSH unit options granted under the 2006 LTIP



	Number of Unit Options	Weighted- Average Exercise Price Per Unit		Weighted- Average Remaining Contractual Term
				(in years)
Outstanding and exercisable as of December 31, 2012	300,766	$	31.55	1.9

NSH restricted units award activity



	Restricted Unit Grants to Employees		Restricted Unit Grants to Non- Employee Directors		Total		Weighted- Average Grant-Date Fair Value Per Unit
Balance as of January 1, 2012	66,671		16,967		83,638		$	29.77
Granted	25,640		10,601		36,241		$	28.77
Vested	(26,893	)	(8,257	)	(35,150	)	$	28.82
Balance as of December 31, 2012	65,418		19,311		84,729		$	29.74

- Definition

Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.

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- Definition

Tabular disclosure of the allocation of equity-based compensation costs to a given line item on the balance sheet and income statement for the period. This may include the reporting line for the costs and the amount capitalized and expensed.

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