Equity-Based Compensation

3 Months Ended

Mar. 31, 2012

Equity-Based Compensation [Abstract]

Equity-Based Compensation

Equity-Based Compensation

The Partnership’s LTIP for its employees, directors and consultants authorizes grants up to 5,865,584 common units. LTIP compensation expense of $1.3 million and $0.9 million, is recorded in general and administrative expense for the three months ended March 31, 2012 and 2011, respectively.

Common Unit Options. There was no common unit option activity for the three months ended March 31, 2012. The aggregate intrinsic value and weighted average contractual term in years as of March 31, 2012 for the outstanding and exercisable common unit options was $0.5 million and 4.1 years, respectively. During the three months ended March 31, 2011, the Partnership received $0.5 million in proceeds from the exercise of unit options.

Phantom Units. All phantom units granted prior to November 2010 were in substance two grants composed of (1) service condition grants with graded vesting over three years and (2) market condition grants with cliff vesting based upon the Partnership’s relative ranking in total unitholder return among 20 peer companies. Distributions related to these unvested phantom units will be accrued and paid upon vesting. All phantom units granted after November 2010 were service condition grants only with graded vesting over five years. Distributions related to these unvested phantom units will be paid concurrent with the Partnership’s distribution for common units.

The following table presents phantom units activity for the three months ended March 31, 2012:

Phantom Units	Units		Weighted Average Grant Date Fair Value
Outstanding at beginning of period	1,086,393		$	24.51
Service condition grants	4,000		26.24
Vested service condition	(13,039	)	20.65
Forfeited service condition	(15,950	)	24.81
Outstanding at end of period	1,061,404		24.56

The Partnership expects to recognize $19.1 million of compensation expense related to non-vested phantom units over a period of 4.1 years.