9.	LONG-TERM INCENTIVE PLAN

July 2007,

the general partner adopted the Long-Term Incentive Plan (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

4,100,000

common units, subject to adjustments 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. The phantom unit awards also include distribution equivalent rights (“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 which 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.

Restricted common units are granted to the independent directors on each anniversary of joining the Board. The units vest in

one

third

increments over

three

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

Grant Date	Number of Units		Weighted Average Grant Date Fair Value (1)		Grant Date Total Fair Value (in thousands)
December 2017		15,306	$	4.85	$	74
December 2018		23,436	$	1.20	$	28
December 2019		7,500	$	1.07	$	8

(

)

Fair value is the closing market price on the grant date of the awards.

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

three

-year vesting period. The following table includes information on the outstanding grants:

Grant Date	Number of Units		Weighted Average Grant Date Fair Value (1)		Grant Date Total Fair Value (in thousands)
March 2018		396,536	$	4.77	$	1,891
March 2019		524,997	$	1.14	$	598
June 2019		46,168	$	1.08	$	50
March 2020		600,396	$	0.90	$	540

(

)

Fair value is the closing market price on the grant date of the awards.

The unrecognized estimated compensation cost of outstanding phantom and restricted units at

March 31, 2020

, was

$1.2

million, which will be expensed over the remaining vesting period.

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

three

months ended

March 31, 2019

and

2020

, was

$0.3

million and

$0.2

million, respectively.

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

	Number of Units		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2019		1,068,343	$	3.42
Granted		600,396		0.90
Vested		227,701		7.15
Forfeited		-		-
Nonvested at March 31, 2020		1,441,038	$	2.80