In accordance with the Partnership Agreement, certain partners were allocated $5.3 million of 1987 and 1988 taxable income (without any related cash distributions) for which they received Special L.P. Interests. The Special L.P. Interests do not participate in cash distributions and have no voting rights. However, the holders of Special L.P. Interests will receive in the aggregate $5.3 million upon liquidation of the Partnership.

The 2016 Omnibus Incentive Plan was approved by our unitholders in June 2016 and allows the awarding of 2.8 million units, plus units subject to outstanding awards under the prior plan that cease to be subject to such awards, as determined by the People, Culture & Compensation Committee (the "Compensation Committee") of the Board of Directors as an element of compensation to senior management, key employees and directors. The 2016 Omnibus Incentive Plan superseded the 2008 Omnibus Incentive Plan which was approved by our unitholders in May 2008 and allowed the awarding of up to 2.5 million unit options and other forms of equity. Outstanding awards under the 2008 Omnibus Incentive Plan continue to be in effect and are governed by the terms of that plan. The 2016 Omnibus Incentive Plan provides an opportunity for officers, directors, and eligible persons to acquire an interest in the growth and performance of our units and provides employees annual and long-term

incentive awards as determined by the Board of Directors. Under the 2016 Omnibus Incentive Plan, the Compensation Committee may grant unit options, unit appreciation rights, restricted units, performance awards, other unit awards, cash incentive awards and unrestricted unit awards. The awards granted by the Compensation Committee fall into two categories: 1) Awards Payable in Cash or Equity and 2) Awards Payable in Equity. The impact of these awards is more fully described below.


	Years Ended December 31,
(In thousands)	2023		2022		2021 (1)
Awards Payable in Cash or Equity


Deferred units	$	473	$	(206)	$	1,014
Awards Payable in Equity
Performance units	12,963		12,787		10,554
Restricted units	9,548		7,613		4,878

Total equity-based compensation expense	$	22,984	$	20,194	$	16,446

(1) Due to the effects of the COVID-19 pandemic on 2020 results, the 2018-2020 three-year performance plan was below the payout threshold. Given that two full years of the program were completed, the 2018-2020 performance unit awards were modified to allow for a payout taking into account 2018-2019 results, management's performance relative to 2020 COVID-19 strategic goals and 2020 pre-COVID-19 forecast, resulting in $3.9 million of additional expense recognized during the year ended December 31, 2021.

Deferred unit awards vest over a one-year period and the settlement of these units is deferred until the individual's service to the Partnership ends. The deferred units begin to accumulate distribution-equivalents upon vesting and are paid when the restriction ends. The effect of outstanding deferred unit awards has been included in the diluted earnings per unit calculation for the year ended December 31, 2023, as a portion of the awards are expected to be settled in limited partnership units. As of December 31, 2023, the market value of the deferred units was $2.4 million, was classified as current and was recorded within "Other accrued liabilities" within the consolidated balance sheet. As of December 31, 2023, there was no unamortized expense related to unvested deferred unit awards as all units were fully vested.


(In thousands, except per unit amounts)	Number of Units	Weighted Average Grant Date Fair Value Per Unit
Unvested performance units at December 31, 2022	737	$	51.87
Granted (1)	269	$	44.06
Forfeited	(72)	$	46.97
Vested	—	$	—
Unvested performance units at December 31, 2023	934	$	50.00

Of the unvested performance units outstanding as of December 31, 2023, 0.6 million units represented annual awards for the 2022-2024 and 2023-2025 three-year performance periods. The number of performance units issuable under these performance unit awards are contingently based upon certain performance targets over each three-year vesting period. The annual

The remaining outstanding performance units as of December 31, 2023 represented the 2021-2025 performance-based units awarded in 2021. These units were awarded instead of the traditional annual performance unit awards with three-year performance periods due to continued uncertainty related to the COVID-19 pandemic. The number of performance units issuable under the 2021-2025 performance-based unit awards are contingently based upon three separate financial performance targets which can vest over a three to five-year period. The performance targets become incrementally higher over the five-year period. The 2021-2025 performance-based unit awards and related forfeitable distribution-equivalent units will be paid out in limited partnership units upon the achievement of each target. For the Adjusted EBITDA targets, the awards will be payable in the first quarter following the year the target was earned. For the other two financial performance targets, the awards will be payable in the first quarter following the year the target was earned unless the target is earned in year three. If the other two financial performance targets are earned in year three, the awards will be payable in the first quarter following the fourth year. The first opportunity for units to be paid out under the 2021-2025 performance-based unit awards is the first quarter of 2024.

The effect of outstanding performance unit awards have been included in the diluted earnings per unit calculation for the year ended December 31, 2023 to the extent that the performance conditions would have been met at the end of the reporting period if the end of the reporting period were the end of the performance period.

As of December 31, 2023, unamortized compensation expense related to unvested performance unit awards was $16.1 million, which is expected to be amortized over a weighted average period of 1.4 years. The fair value of the performance units is based on the unit price the day before the date of grant. We assess the probability of the performance targets being met and may reverse prior period expense or recognize additional expense accordingly.

On December 4, 2023, the Board of Directors approved transaction-based awards totaling 0.2 million units in recognition of certain executive officers' efforts in connection with the entry into the definitive merger agreement with Six Flags. The units will only be earned under these performance-based phantom unit awards if the merger closes. The awards vest 50% 12 months after December 4, 2023, and 50% 18 months after December 4, 2023. We will begin recognizing expense related to these awards upon closing of the merger.


(In thousands, except per unit amounts)	Number of Units	Weighted Average Grant Date Fair Value Per Unit
Unvested restricted units at December 31, 2022	341	$	51.77
Granted	238	$	43.16
Forfeited	(10)	$	46.25
Vested	(144)	$	50.78
Unvested restricted units at December 31, 2023	425	$	47.41

As of December 31, 2023, 0.3 million of our outstanding restricted units vest evenly over an approximate three-year period, 0.1 million units outstanding vest following an approximate three-year cliff vesting period, and approximately 21,500 units outstanding vest under alternate vesting schedules, all of which approximate three years. Restrictions on our restricted unit awards lapse upon vesting. During the vesting period for restricted unit awards, the units accumulate forfeitable distribution-equivalents, which when the units are fully vested, are payable in cash. As of December 31, 2023, the amount of forfeitable distribution equivalents accrued totaled $0.6 million; $0.2 million of which was classified as current and recorded within "Other accrued liabilities" within the consolidated balance sheet and $0.4 million of which was classified as non-current and recorded within "Other Liabilities".

As of December 31, 2023, unamortized compensation expense, determined as the market value of the units on the day before the date of grant, related to unvested restricted unit awards was $10.4 million, which is expected to be amortized over a weighted average period of 1.6 years.


(In thousands, except per unit amounts)	Unit Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Options outstanding at December 31, 2022	91	$	36.95

Exercised	(91)	$	36.95

Options outstanding at December 31, 2023	—	$	—
Options exercisable, end of year	—	$	—	0.0 years	$	—

Unit options are issued with an exercise price no less than the market closing price of the Partnership's units on the day before the date of grant. The unit options in the table above vested over three years and had a maximum term of ten years. As of December 31, 2023, there were no fixed-price unit options outstanding under the 2008 Omnibus Incentive Plan. No options have been granted under the 2016 Omnibus Incentive Plan.

On August 3, 2022, we announced our Board of Directors approved a unit repurchase program authorizing the Partnership to repurchase units for an aggregate amount of not more than $250 million. There were 1.4 million limited partnership units repurchased under the August 2022 repurchase program during the year ended December 31, 2023 at an average price of $44.00 per limited partner unit for an aggregate amount of $62.5 million. There were 4.5 million limited partnership units repurchased under the August 2022 repurchase program during the year ended December 31, 2022 at an average price of $41.28 per limited partner unit for an aggregate amount of $187.4 million. There was no remaining availability under the August 2022 repurchase program following April 2023.

On May 4, 2023, we announced our Board of Directors authorized the Partnership to repurchase additional units for an aggregate amount of not more than $250 million. There were 0.3 million units repurchased under the May 2023 repurchase program during the year ended December 31, 2023 at an average price of $38.27 per limited partner unit for an aggregate amount of $12.0 million. Accordingly, there was a total of 1.7 million units repurchased under the August 2022 and May 2023 repurchase programs during the year ended December 31, 2023 at an average price of $42.97 per limited partner unit for an aggregate amount of $74.5 million. There was $238.0 million of remaining availability under the May 2023 repurchase program as of December 31, 2023.

Subject to applicable rules and regulations, we can repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases are based on a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other business considerations. No limit was placed on the duration of either repurchase program. The Partnership is not obligated to repurchase any minimum dollar amount or specific number of units, and can modify, suspend, or discontinue the program at any time.