Employee Incentive Plans

(a) Long-Term Incentive Plans

The Partnership and ENLC each have similar unit or unit-based payment plans for employees, which are described below. Unit-based compensation associated with ENLC's unit-based compensation plan awarded to officers and employees of the Partnership are recorded by the Partnership since ENLC has no substantial or managed operating activities other than its interests in the Partnership and Midstream Holdings. Amounts recognized in the condensed consolidated financial statements with respect to these plans are as follows (in millions):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Cost of unit-based compensation allocated to Predecessor general and administrative expense (1)	$	—	$	3.5	$	2.8	$	10.1
Cost of unit-based compensation charged to general and administrative expense	5.0		—		11.0		—
Cost of unit-based compensation charged to operating expense	0.8		—		1.8		—
Total amount charged to income	$	5.8	$	3.5	$	15.6	$	10.1
Interest of non-controlling partners in unit-based compensation	$	2.5	$	—	$	5.4	$	—
Amount of related income tax expense recognized in income	$	1.3	$	1.3	$	3.9	$	3.8

(1) Unit-based compensation expense was treated as a contribution by the Predecessor in the Consolidated Statement of Changes in Members' Equity.

The Partnership accounts for unit-based compensation in accordance with FASB ASC 718, which requires that compensation related to all unit-based awards, including unit options, be recognized in the consolidated financial statements. On March 7, 2014, the General Partner amended and restated the amended and restated EnLink Midstream GP, LLC Long-Term Incentive Plan (the “Plan”) (formerly the Crosstex Energy GP, LLC Long-Term Incentive Plan). Amendments to the Plan included a change in name and other technical amendments. The Plan provides for the issuance of up to 9,070,000 awards.

(b) Restricted Partnership's Incentive Units

The restricted incentive units are valued at their fair value at the date of grant which is equal to the market value of common units on such date. A summary of the restricted incentive unit activity for the nine months ended September 30, 2014 is provided below:



	Nine Months Ended September 30, 2014
EnLink Midstream Partners, LP Restricted Incentive Units:	Number of Units			Weighted Average Grant-Date Fair Value
Non-vested, beginning of period	—			$	—
Assumed in business combination	371,225			30.51
Granted	701,119			31.65
Vested*	(39,833		)	30.63
Forfeited	(13,196		)	31.83
Non-vested, end of period	1,019,315			$	31.27
Aggregate intrinsic value, end of period (in millions)	$	31.0

* Vested units include 16,471 units withheld for payroll taxes paid on behalf of employees.

Restricted incentive units assumed in the business combination were valued as of March 7, 2014, will vest at the end of two years and are included in the restricted incentive units outstanding and the current unit-based compensation cost calculations at September 30, 2014. The Partnership issued restricted incentive units in 2014 to officers and other employees. These restricted incentive units typically vest at the end of three years.

A summary of the restricted incentive units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested during the three and nine months ended September 30, 2014 are provided below (in millions):



	Three Months Ended September 30,		Nine Months Ended September 30,
EnLink Midstream Partners, LP Restricted Incentive Units:	2014		2014
Aggregate intrinsic value of units vested	$	1.2	$	1.2
Fair value of units vested	$	1.2	$	1.2

As of September 30, 2014, there was $21.3 million of unrecognized compensation cost related to non-vested restricted incentive units. That cost is expected to be recognized over a weighted-average period of 2.1 years.

During the nine months ended September 30, 2014, 31,382 unit options of the Partnership were exercised with an intrinsic value of $0.6 million. As of September 30, 2014, all unit options were fully vested and fully expensed.

(d) EnLink Midstream, LLC's Restricted Incentive Units

On February 5, 2014, ENLC's sole unitholder at the time, EnLink Midstream Manager, LLC, approved the EnLink Midstream, LLC 2014 Long-Term Incentive Plan (the “Company Plan”). The Company Plan provides for the issuance of 11.0 million awards.

On March 7, 2014, effective as of the closing of the business combination, ENLC (i) assumed the Crosstex Energy, Inc. 2009 Long-Term Incentive Plan (the “2009 Plan”) and all awards thereunder outstanding following the business combination and (ii) amended and restated the 2009 Plan to reflect the conversion of the awards under the 2009 Plan relating to EMI’s common stock to awards in respect of common units of ENLC.

ENLC’s restricted incentive units are valued at their fair value at the date of grant which is equal to the market value of the common units on such date. A summary of the restricted incentive units activities for the nine months ended September 30, 2014 is provided below:



	Nine Months Ended September 30, 2014
EnLink Midstream, LLC Restricted Incentive Units	Number of Units			Weighted Average Grant-Date Fair Value
Non-vested, beginning of period	—			$	—
Assumed in business combination	435,674			37.60
Granted	626,341			36.59
Vested*	(59,553		)	37.56
Forfeited	(11,859		)	36.54
Non-vested, end of period	990,603			$	36.97
Aggregate intrinsic value, end of period (in millions)	$	40.9

* Vested units include 24,727 units withheld for payroll taxes paid on behalf of employees.

Restricted incentive units assumed in the business combination were valued as of March 7, 2014, will vest at the end of two years and are included in restricted incentive units outstanding and the current unit-based compensation cost calculations at September 30, 2014. ENLC issued restricted incentive units in 2014 to officers and other employees. These restricted incentive units typically vest at the end of three years and are included in restricted incentive units outstanding.



	Three Months Ended September 30,		Nine Months Ended September 30,
EnLink Midstream, LLC Restricted Incentive Units:	2014		2014
Aggregate intrinsic value of units vested	$	2.4	$	2.4
Fair value of units vested	$	2.2	$	2.2

As of September 30, 2014, there was $23.2 million of unrecognized compensation costs related to non-vested ENLC restricted incentive units. The cost is expected to be recognized over a weighted average period of 2.1 years.