EQUITY - BASED COMPENSATION | EQUITY - BASED COMPENSATION We grant various types of equity-based awards to participants, including time restricted unit awards, total return restricted performance unit awards (“TR Performance Unit Awards”) and 2019 Performance Unit Awards (as defined below). The key terms of our restricted unit awards and TR Performance Unit Awards are set forth in our 2018 Annual Report. The key terms of our 2019 Performance Unit Awards are set forth below. All employees, officers, consultants and non-employee directors of us and our parents and subsidiaries are eligible to be selected to participate in the Ciner Resource Partners LLC 2013 Long-Term Incentive Plan (as amended to date, the “Plan” or “LTIP”). As of September 30, 2019 , subject to further adjustment as provided in the Plan, a total of 0.7 million common units were available for awards under the Plan. Any common units tendered by a participant in payment of the tax liability with respect to an award, including common units withheld from any such award, will not be available for future awards under the Plan. Common units awarded under the Plan may be reserved or made available from our authorized and unissued common units or from common units reacquired (through open market transactions or otherwise). Any common units issued under the Plan through the assumption or substitution of outstanding grants from an acquired company will not reduce the number of common units available for awards under the Plan. If any common units subject to an award under the Plan are forfeited, those forfeited units will again be available for awards under the Plan. The Partnership has made a policy election to recognize forfeitures as they occur in lieu of estimating future forfeiture activity under the Plan. Non-employee Director Awards During the nine months ended September 30, 2019 , a total of 8,832 common units were granted and fully vested to non-employee directors compared to 6,807 common units that were granted during the nine months ended September 30, 2018 . The grant date average fair value per unit of these awards was $25.48 and $27.55 for the nine months ended September 30, 2019 and 2018 , respectively. The total fair value of these awards were approximately $0.2 million during each of the nine months ended September 30, 2019 and 2018 . Time Restricted Unit Awards We grant restricted unit awards in the form of common units to certain employees which vest over a specified period of time, usually between one to three years, with vesting based on continued employment as of each applicable vesting date. Award recipients are entitled to distributions subject to the same restrictions as the underlying common unit. The awards are classified as equity awards, and are accounted for at fair value at grant date. The Partnership has made a policy election to recognize compensation expense attributable to restricted unit awards on a straight-line basis. The following table presents a summary of activity on the Time Restricted Unit Awards: Nine Months Ended Nine Months Ended (Units in whole numbers) Number of Common Units Grant-Date Average Fair Value per Unit (1) Number of Common Units Grant-Date Average Fair Value per Unit (1) Unvested at the beginning of period 71,436 $ 27.56 94,791 $ 27.22 Granted 38,402 16.45 37,914 26.13 Vested (32,087 ) 27.85 (42,989 ) 25.73 Forfeited (18,871 ) 27.10 (396 ) 28.46 Unvested at the end of the period 58,880 $ 20.24 89,320 $ 27.46 (1) Determined by dividing the aggregate grant date fair value of awards by the number of common units. Total Return Performance Unit Awards Historically, we have granted TR Performance Unit Awards to certain employees. The TR Performance Unit Awards represent the right to receive a number of common units at a future date based on the achievement of market-based performance requirements in accordance with the TR Unit Performance Award agreement, and also include Distribution Equivalent Rights (“DERs”). DERs are the right to receive an amount equal to the accumulated cash distributions made during the period with respect to each common unit issued upon vesting. The TR Performance Unit Awards vest at the end of the performance period, usually between two to three years from the date of the grant. Performance is measured on the achievement of a specified level of total return, or TR, relative to the TR of a peer group comprised of other limited partnerships. The potential payout ranges from 0 - 200% of the grant target quantity and is adjusted based on our total return performance relative to the peer group. We utilized a Monte Carlo simulation model to estimate the grant date fair value of TR Performance Unit Awards granted to employees, adjusted for market conditions. This type of award requires the input of highly subjective assumptions, including expected volatility and expected distribution yield. Historical and implied volatilities were used in estimating the fair value of these awards. The following table presents a summary of activity on the TR Performance Unit Awards: Nine Months Ended Nine Months Ended (Units in whole numbers) Number of Common Units Grant-Date Average Fair Value per Unit (1) Number of Common Units Grant-Date Average Fair Value per Unit (1) Unvested at the beginning of period 52,974 $ 42.22 26,177 $ 42.93 Granted — — 33,994 41.52 Vested (2) (4,766 ) 43.93 — — Forfeited (26,505 ) 42.12 — — Unvested at the end of the period 21,703 $ 41.99 60,171 $ 42.14 (1) Determined by dividing the aggregate grant date fair value of awards by the number of common units. (2) Total vesting of 9,003 common units net of 5,457 of common units purchased by the Partnership in satisfaction of certain employee tax withholding obligations. 2019 Performance Unit Awards On September 23, 2019, the board of directors of our general partner approved a new form of performance unit award agreement (“2019 Performance Unit Award Agreement”) that will be used to grant performance awards based upon the achievement of certain financial, operating and safety-related performance metrics (“2019 Performance Unit Awards”) pursuant to our LTIP, and approved grants of 2019 Performance Unit Awards to certain of our executives. In addition to being subject to all the general terms and conditions of our LTIP, the vesting of the 2019 Performance Unit Awards is linked to a weighted average consisting of internal performance metrics (as each is defined in the corresponding 2019 Performance Unit Award Agreement, and collectively referred to herein as the “Performance Metrics”) during a three-year performance period (the “Measurement Period”). The vesting of the 2019 Performance Unit Awards, and number of common units of the Partnership distributable pursuant to such vesting, is dependent on our performance relative to a pre-established budget over the Measurement Period (provided that the awardee remains continuously employed with our general partner or its affiliates or satisfies other service-related criteria through the end of the Measurement Period, except in certain cases of Changes in Control (as defined in our LTIP) or the awardee’s death or disability). Vested 2019 Performance Unit Awards are to be settled in our common units, with the number of such common units payable under the award for a given year in the Measurement Period to be calculated by multiplying the target number provided in the corresponding 2019 Performance Unit Award Agreement by a payout multiplier, which may range from 0%-200% in each case, as determined by aggregating the corresponding weighted average assigned to the Performance Metrics. The 2019 Performance Unit Awards also contain DERs and entitle the recipient the right to receive an amount equal to the accumulated cash distributions made during the period with respect to each common unit issued. Upon vesting of the 2019 Performance Unit Awards, the award recipient is entitled to receive a cash payment equal to the sum of the distribution equivalents accumulated with respect to vested 2019 Performance Unit Awards during the period beginning on January 1, 2019 and ending on the applicable vesting date. The 2019 Performance Unit Awards granted to these award recipients have a performance cycle beginning on January 1, 2019 and ending December 31, 2021. The following table presents a summary of activity on the 2019 Performance Unit Awards for the period: Nine Months Ended Nine Months Ended (Units in whole numbers) Number of Common Units Grant-Date Average Fair Value per Unit (1) Number of Common Units Grant-Date Average Fair Value per Unit (1) Unvested at the beginning of period — $ — — $ — Granted 38,402 16.45 — — Vested — — — — Forfeited — — — — Unvested at the end of the period 38,402 $ 16.45 — $ — (1) Determined by dividing the weighted average price per common unit on the date of grant. Unrecognized Compensation Expense A summary of the Partnership’s unrecognized compensation expense for its unvested restricted time and all performance based units, and the weighted-average periods over which the compensation expense is expected to be recognized are as following: Nine Months Ended Nine Months Ended Unrecognized Compensation Expense (In millions) Weighted Average to be Recognized (In years) Unrecognized Compensation Expense (In millions) Weighted Average to be Recognized (In years) Time Restricted Unit Awards $ 0.9 1.95 $ 1.9 1.88 TR Performance Unit Awards 0.3 1.98 1.7 2.02 2019 Performance Unit Awards 0.6 2.34 — — Total $ 1.8 $ 3.6 |