COMPENSATION OF MANAGEMENT AND DIRECTORS
Executive Compensation
The compensation
of our General Partners Chief Executive Officer, Chief Financial Officer and Chief Commercial Officer is set and paid by our General Partner, and we reimburse our General Partner for such costs and related expenses under relevant executive
service agreements, as further described below. We do not have a retirement plan for our General Partners executive officers or directors. Officers, employees and affiliates of our General Partner may participate in employee benefit plans and
arrangements sponsored by Capital Maritime, our General Partner or their affiliates, including plans that may be established in the future.
On April 29, 2008, our Board of Directors adopted an Omnibus Incentive Compensation Plan (the Omnibus Plan), according
to which we were entitled to issue a limited number of awards to employees, consultants, officers, directors or affiliates, including the employees, consultants, officers or directors of our General Partner, Capital Ship Management, Capital Maritime
and certain key affiliates and other eligible persons. The Omnibus Plan contemplated awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent
rights, restricted stock, unrestricted stock, restricted stock units and performance units. As at December 31, 2018, all restricted units issuable under the Omnibus Plan had been issued, and all restricted units allocated under the Omnibus Plan
had vested.
In July 2019, the board of directors adopted an amended and restated Omnibus Plan, so as to reserve for issuance a maximum
number of 740,000 restricted common units. On the same day, the Partnership awarded 445,000 unvested units to employees and non-employees. The amended and restated plan is administered by our General Partner
as authorized by our Board of Directors. Awards granted to certain employees and non-employees will vest in three equal installments. All awards under the amended Omnibus Plan are conditional upon the
grantees continued service until the applicable vesting date.
In January 2022, the board of directors adopted an amended and
restated Compensation Plan, so as to reserve for issuance a maximum number of 750,000 restricted common units. As a result the total number of restricted common units reserved is 1,045,000. On March 18, 2022, the Partnership awarded 743,800
unvested units to employees and non-employees. Awards granted to beneficiaries would vest in three equal installments. One third of the units awarded, namely 247,933 units vested on December 31, 2022. On
December 30, 2022, the Partnership awarded another 1,969 unvested units, which were fully vested on December 31, 2022.
Director Compensation
Our directors receive compensation for their services as directors, as well as for serving in the role of committee chair, and have
also received restricted units, all of which have now vested. For the year ended December 31, 2022, our directors, including our chairman, received an aggregate amount of $0.6 million in cash. In lieu of any other compensation, our
chairman receives an annual fee for acting as a director and as the chairman of our Board of Directors. In addition, each director is reimbursed for out-of-pocket
expenses in connection with attending meetings of the Board of Directors or committees and is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
Reimbursement of Expenses Incurred by Our General Partner
Our General Partner does not receive any management fee or other compensation for managing us. Under the Executive Services Agreement, our
General Partner and its other affiliates are reimbursed for expenses incurred on our behalf. These expenses include all expenses necessary or appropriate for the conduct of our business and allocable to us, as determined by our General Partner. See
above Certain Relationships and Related TransactionsOther Related-Party Transactions Administrative and executive services agreements.