13 .	LONG-TERM INCENTIVE PLAN

July 2007,

the general partner adopted the LTIP, which is administered by the compensation committee of the Board. Effective

April 29, 2014,

the Partnership’s unitholders approved an amendment to the LTIP to increase the number of common units reserved for issuance under the incentive plan to

4.1

million common units, subject to adjustment for certain events. Although other types of awards are contemplated under the LTIP, currently outstanding awards include “phantom” units, which convey the right to receive common units upon vesting, and “restricted” units, which are grants of common units restricted until the time of vesting. Certain of the phantom unit awards also include DERs.

Subject to applicable earning criteria, a DER entitles the grantee to a cash payment equal to the cash distribution paid on an outstanding common unit prior to the vesting date of the underlying award. Recipients of restricted and phantom units are entitled to receive cash distributions paid on common units during the vesting period which are reflected initially as a reduction of partners’ capital. Distributions paid on units that ultimately do

not

vest are reclassified as compensation expense. Awards granted to date are equity awards and, accordingly, the fair value of the awards as of the grant date is expensed over the vesting period.

In connection with each anniversary of joining the Board, restricted common units are granted to the independent directors. The units vest in

one

third

increments over

three

years. The following table includes information on grants made to the directors under the LTIP subject to vesting requirements:

			Weighted Average		Grant Date Total Fair
	Number of		Grant Date Fair		Value
Grant Date	Units		Value		(in thousands)
December 2017		15,306	$	4.85	$	74
December 2018		23,436	$	1.20	$	28
December 2019		7,500	$	1.07	$	8

In addition, in

December 2018,

the independent directors received a common unit grant that had

vesting requirement as part of their compensation. With a weighted average grant date fair value of

$1.20,

the

21,875

units issued had a grant date total fair value of less than

$0.1

million.

The Partnership also grants phantom units to employees. These grants are equity awards under

ASC

718

– Stock Compensation

and, accordingly, the fair value of the awards as of the grant date is expensed over the vesting period. The following table includes information on the outstanding grants:

			Weighted Average		Grant Date Total Fair
	Number of		Grant Date Fair		Value
Grant Date	Units		Value		(in thousands)
March 2017		323,339	$	7.15	$	2,312
March 2018		396,536	$	4.77	$	1,891
March 2019		524,997	$	1.14	$	598
June 2019		46,168	$	1.08	$	50

The unrecognized estimated compensation cost relating to outstanding phantom and restricted units at

December 31, 2019

, was

$0.9

million, which will be recognized over the remaining vesting period. On

January 1, 2020,

227,701

units of the

March 2017

grant vested.

The Partnership’s equity-based incentive compensation expense for the years ended

December 31, 2018

and

2019

was

$2.2

million and

$1.1

million, respectively.

Activity pertaining to phantom common units and restricted common unit awards granted under the LTIP is as follows:

	Number of		Grant Date Fair
	Units		Value
Nonvested, December 31, 2018		998,219	$	5.88
Granted		578,665		1.13
Vested		382,845		4.75
Forfeited		125,696		4.08
Nonvested, December 31, 2019		1,068,343	$	3.42