Elements of Our Compensation Program

Base Salary

Base salary is intended to provide fixed compensation to the NEOs for their performance of core duties that contribute to our success. Base salaries represent one component of our compensation strategy and are not contingent upon the achievement of performance metrics or intended to compensate individuals for performance which exceeds expectations.

Annual Incentives

Annual incentives are intended to tie a significant portion of each of the NEO’s compensation to our annual performance. The Compensation Committee may recommend awards of performance-based bonuses and, on rare occasions, discretionary bonuses.

We have an Annual Incentive Plan for Senior Executives, which we refer to as the Senior Executive Plan, to award pay for achievement of predetermined performance measurements during a performance period. During the 2016 performance period, each of the NEOs participated in the Senior Executive Plan. Awards under the Senior Executive Plan may be paid in cash or in a combination of cash and time-vesting equity.

As soon as practicable, the Compensation Committee approved the performance measurements for the 2016 performance period. In recognizing current circumstances with respect to the energy industry, the Compensation Committee adopted a performance formula that would be evaluated by the Compensation Committee on a quarterly basis with respect to each NEO. The Committee determined that the most critical measurement, which was to be given the greatest weight, was the performance with respect to negotiating with stakeholders including, but not limited to: bond holders, second lienholders, banks, other lenders, vendors, service providers and other general creditors; and other persons or entities who are or may be operationally, financially or strategically important to the Company. In addition to the aforementioned measurement, the Committee would also evaluate each NEO’s performance in connection with his regular and normal responsibilities, consistent with his position and past practice, including but not limited to cost control operationally and/or administratively, financial performance of Atlas Energy Group during the period, private channel fund raise, hedge position values, production margin performance and environmental performance

Pursuant to the Senior Executive Plan, the Compensation Committee had discretion to recommend awards up to the maximum amount. The maximum award on an annual basis, for each participant was as follows: Mr. E. Cohen, $1,600,000; Mr. J. Cohen, $1,200,000; Mr. Herz, $1,200,000; Mr. Schumacher, $1,000,000; and Mr. Slotterback, $800,000. As discussed in greater detail below, none of the NEOs received above 48% of the maximum award.

Exceptional Bonuses

In exceptional circumstances, additional bonuses may be awarded to recognize individual and group performance without regard to limitations otherwise in effect. Other than Mr. Slotterback, who received a retention bonus in April 2016, the Compensation Committee did not award any additional bonuses to the NEOs with respect to our performance for the applicable performance period.

Long-Term Incentives

We believe that our long-term success depends upon aligning our executives’ and unitholders’ interests. To support this objective, we provide our executives with various means to become significant equity holders, including awards under our 2015 Long-Term Incentive Plan (the “Atlas Energy Group Plan” or “our Plan”). Under the Atlas Energy Group Plan, the Compensation Committee may recommend grants of equity awards in the form of options and/or phantom units. Generally, the unit options and phantom units vest over a three- or four-year period.

Until September 1, 2016, our NEOs were also eligible to receive awards under the Atlas Resource Partners, L.P. 2012 Long-Term Incentive Plan, which we refer to as the ARP Plan. Since September 1, 2016, our NEOs are eligible to receive awards under the Titan Energy Management Incentive Plan, which we refer to as the Titan MIP; however, awards under the Titan MIP to our NEOs are determined by the Titan Energy Board.

Additional Information Concerning Executive Compensation

Deferred Compensation

All our employees may participate in our 401(k) plan, which is a qualified defined contribution plan designed to help participating employees accumulate funds for retirement. In February 2015, we also assumed the Atlas Energy Executive Excess 401(k) Plan (currently known as the “Deferred Compensation Plan”), a nonqualified deferred compensation plan that was designed to permit individuals who exceeded certain income thresholds as established by the IRS and who might be subject to compensation and/or contribution limitations under what was then the Atlas Energy 401(k) plan and is now the Atlas Energy Group 401(k) Plan to defer an additional portion of their compensation. Effective July 22, 2016, we suspended deferrals and allocations to the accounts; however, the account balances remain payable as specified in original deferral elections. The purpose of the Deferred Compensation Plan was to provide participants with an incentive for a long-term career with us by providing them with an appropriate level of replacement income upon retirement. Under the Deferred Compensation Plan, a participant was permitted to contribute to an account an amount up to 10% of annual cash compensation (which means a participant’s salary and non-performance-based bonus) and up to 100% of all performance-based bonuses. Until the suspension in July 2016, we were obligated to make matching contributions on a dollar-for-dollar basis of the amount deferred by the participant subject to a maximum matching contribution equal to 50% of the participant’s base salary for any calendar year. We did not pay above-market or preferential earnings on deferred compensation. Participation in the Deferred Compensation Plan is available pursuant to the terms of an individual’s employment agreement or at the designation of the Compensation Committee. During 2016, Messrs. E. Cohen and J. Cohen were the only participants in the Deferred Compensation Plan. For further details, please see “2016 Nonqualified Deferred Compensation” table.

Equity interests that count toward the satisfaction of the ownership guidelines include common units held directly or indirectly by the executive, including common units purchased on the open market or acquired upon the exercise of a unit option and common units remaining or received upon the settlement of restricted stock, restricted stock units, and phantom units, and vested units allocated to the executive’s account under any qualified plan. Executives have five years from the date of the commencement of the guidelines or the date the executive was designated a covered executive by the Compensation Committee, whichever was later, to attain these ownership levels. Executives who become subject to the guidelines as the result of a promotion, have three years to attain the ownership level. If an executive officer does not meet the applicable guideline by the end of the applicable period, the executive officer may be required to hold any net shares resulting from any future vesting of restricted or phantom units or exercise of stock options until the guideline is met. The Compensation Committee believes these guidelines reinforce the importance of aligning the interests of our executive officers with the interests of our unitholders and encourages our executive officers to consider the long-term perspective when managing our company. The Compensation Committee has the discretion to re-evaluate and revise an executive’s target ownership requirement in light of changes in the executive’s annual base salary or changes in the trading price of our common units.

No Hedging of Company Stock

All of our employees are prohibited from hedging their company units.

No Tax Gross-Ups

We do not provide tax reimbursements to our NEOs.

Perquisites

At the discretion of the Compensation Committee, we provide perquisites to our NEOs. In 2016, the benefits provided to the NEOs were limited to providing automobile allowances or automobile-related expenses to Messrs. E. Cohen, Herz and Schumacher.

Consulting Agreement with Mr. J. Cohen

We acquired Atlas Energy’s direct and indirect ownership interests in the Lightfoot entities as part of the assets and liabilities it acquired in connection with the Targa transaction. As part of the transaction, we also assumed the obligations under an agreement pursuant to which Mr. J. Cohen receives compensation in recognition of his role in negotiating and structuring its investment and his continued service as chair of Lightfoot GP. Pursuant to the agreement, Mr. J. Cohen receives an amount equal to 10% of the distributions that we receive from the Lightfoot entities, excluding amounts that constitute a return of capital.

Determination of 2016 Compensation Amounts

Given the transformative events of the 2016 fiscal year, the determination of the components of the 2016 compensation amounts for our NEOs took place over different times during the year. Early in 2016, at the same time that it evaluated our NEOs’ performance under the metrics that had been established pursuant to the Senior Executive Plan, the Compensation Committee adjusted the base salaries of Messrs. E. Cohen and J. Cohen to levels that were at the median of, and Mr. Herz to a level that was competitive with, the peer group that had been approved by the board and from which Mercer had developed a competitive market assessment.

The Compensation Committee consulted with Mercer over the course of the rest of 2016 with respect to retention bonuses for various senior officers including Mr. Slotterback, developing the 2016 performance metrics under the Senior Executive Plan, and increasing Mr. Slotterback’s base salary.

Because the 2016 performance metrics were analyzed on a periodic basis, in July 2016 and then again in February and March 2017, the Compensation Committee consulted with Mercer, with our Chief Executive Officer participating, to evaluate our performance and to approve short-term incentive awards to NEOs. In July 2016, prior to ARP’s bankruptcy, the Compensation Committee approved short-term incentive awards for the first two quarters of 2016. In February 2017, as the Committee prepared to evaluate the NEOs’ performance under the Senior Executive Plan with respect to the last two quarters of 2016, at the Committee’s request, Mercer provided the Committee with an analysis of the proposed short-term incentive awards under the Senior Executive Plan and a benchmark of the NEO total direct compensation for 2016.

At the request of our Compensation Committee, Mercer compiled a group comprised of 16 similarly sized oil and gas companies (the “comparison group”) that reflected, to the greatest extent possible, Atlas Energy Group’s business mix and structure following Titan’s emergence from bankruptcy. Five of the companies in the group were part of the 2015 peer group that was utilized with respect to 2015 compensation and 2016 base salaries.

The members of the comparison group are:

Mercer’s analysis found that total direct compensation (representing the annualized long-term incentive award value plus total cash compensation) aligns most closely with the 25 ^th percentile for Messrs. E. Cohen, J. Cohen and Slotterback, the 50 ^th percentile for Mr. Schumacher and at the 75 ^th percentile for Mr. Herz.

Base Salary

In January 2016, the Compensation Committee engaged Mercer to conduct an analysis of historical short-term incentives and benchmarking of base salaries of all of our NEOs using a market competitive assessment against a peer group of then-comparable energy companies (the “2015 peer group”). The Compensation Committee considered the analysis and benchmarking and approved increases to Messrs. E. Cohen and J. Cohen’s base salaries to $700,000 and $500,000, respectively, bringing their base salaries to the median of the 2015 peer group. The Committee recognized the further increased role that Mr. Herz had undertaken in challenging times and approved an increase in his 2016 base salary to $500,000, an amount that was competitive with the 2015 peer group. The Committee maintained the base salaries of Messrs. Slotterback and Schumacher at 2015 levels. Mr. Slotterback’s base salary was below the median of the peer group and Mr. Schumacher’s base salary was competitive with the median. In October 2016, however, upon further consultation with Mercer, and based upon benchmarking against the 2015 peer group as well as against an executive remuneration survey for the oil and gas industry, the Committee authorized the increase to $350,000 of Mr. Slotterback.

In February 2017, the Committee did not make further adjustments to the 2017 base salaries of the NEOs.

Annual Incentives

Following the first half of the 2016 fiscal year and again after the end of the 2016 fiscal year, the Compensation Committee considered incentive awards pursuant to the Senior Executive Plan based on our performance during the 2016 performance period. In determining the actual amounts to be paid to our NEOs, the Compensation Committee considered both individual and company performance. Our Chief Executive Officer made recommendations of incentive award amounts based upon our performance as well as the performance of our subsidiaries; however, the Compensation Committee had the discretion to approve, reject or modify the recommendations. Further, the Committee had the discretion to reduce, but not increase, the maximum awards available under the Senior Executive Plan.

The Compensation Committee noted that although 2015 was a difficult year for the oil and gas industry, 2016 was no better, but that our management had demonstrated their ability to navigate the continuing challenging market conditions. The Committee recognized that in the face of these significant challenges, the NEOs experienced great success in dealing with stakeholders during the year past. At the beginning of 2016, both the Company and Atlas Resources Partners were facing significant liquidity issues. By year-end 2016, the NEOs had resolved these crises through successful negotiation and execution involving virtually all stakeholder interests.

In evaluating the 2016 performance measurements, the Committee focused and gave great weight to the NEOs’ efforts, progress and success in negotiating with the many stakeholders. The Committee commended the NEOs for successfully securing agreement amongst our lenders for a restructuring that substantially reduced cash interest expense and markedly increased covenant compliance. Even more importantly, perhaps, ARP’s creditors were persuaded (without any payment of any kind from us) to release all claims against us as general partner of the bankrupt ARP. Our NEOs were also able to preserve our 2% preferred ownership interest in Titan and significant control over Titan’s ongoing operations.

The Committee also commended the NEOs’ skill in effectuating in 2016 one of the quickest in-court restructurings ever achieved in the energy sector, working successfully with ARP’s 23 banks, two second lien holders, and 99% (by face value) of the principal holders of ARP’s unsecured notes. All these stakeholders supported management’s plan of reorganization for ARP, resulting in the birth of Titan Energy, over which our NEOs continue to exercise control.

In addition to evaluating the NEOs’ performance in dealing with stakeholders, the Committee also evaluated the NEOs’ performance with respect to their regular and normal responsibilities. The Committee noted that management had reduced general and administrative expense of the business from $81.3 million in 2015 to approximately $49.3 million in 2016. Noting that despite management’s success in effectuating such cuts and reductions, environment, health and safety compliance actually improved in 2016 as compared to 2015, although the number of operated wells across the Company had remained approximately constant. The Committee noted that we experienced a lower incident rate and fewer reportable spills in 2016 as compared to 2015. Management’s hedging activities provided approximately $216 million in net proceeds toward repayment of ARP’s first lien credit facility. On an unhedged basis, during the fourth quarter of 2016 (the first full quarter subsequent to emergence), Titan Energy realized unhedged gross margin of $1.80 per mcfe compared with $0.69 for the comparable quarter in 2015. This improvement reflected management’s ability to expand oil production (with its superior margins) as against our traditional natural gas business (with its disappointing gross margins).

The Compensation Committee took both our overall performance during the year together with the achievement of the performance measurements and, while recognizing the strong performance during challenging times, ultimately awarded short-term incentive awards that were below the maximum potential awards for each of the NEOs as follows:

Long-Term Incentives

In an effort to maintain critical continuity of our proven NEOs and senior management team during a highly challenging environment, in October 2016, the Compensation Committee granted Atlas Energy Group phantom units to our senior management and to the NEOs as follows: Mr. E. Cohen—200,000 phantom units; Mr. J. Cohen—200,000 phantom units; Mr. Herz—200,000 phantom units; Mr. Schumacher—100,000 phantom units; and Mr. Slotterback—100,000 phantom units. These awards are to vest one-third on each anniversary of the grant. The Compensation Committee recognized that such continuity grants were critical to retention of executives and other employees even in a “soft” energy market. In February 2017, our board approved the deferral until March 1, 2018 of the vesting of all phantom units granted to officers and employees under our Plan that had previously been scheduled to vest during 2017. Our board determined the deferral was in our best interests as we continue to evaluate options regarding changes to our debt or equity capital structure.

Targa Transaction Incentives and Related Compensation

In addition, in connection with the Targa transactions, outstanding Atlas Energy and APL equity awards held by our employees generally, including our Named Executive Officers, were adjusted, cancelled, converted, or settled pursuant to the applicable terms of the merger agreement. ARP equity awards were not adjusted in connection with the Targa transactions and remained outstanding in accordance with their respective terms until the ARP bankruptcy, when all of ARP’s outstanding equity was cancelled. Messrs. E. Cohen, J. Cohen and Herz received termination payments in connection with certain employment agreements which were terminated as a result of the merger.

* This table has been updated from the Summary Compensation Table contained in our Annual Report on Form 10-K for the year ended December 31, 2016. This updated disclosure is also found in the Company’s Current Report on Form 8-K filed May 19, 2017.

Employment Agreements and Potential Payments Upon Termination or Change of Control

We have employment agreements with certain of our NEOs that provide for severance compensation to be paid if such NEOs’ employment is terminated under certain conditions.

Atlas Employment Agreements

On September 4, 2015, we and ARP entered into employment agreements with each of Edward E. Cohen, our Chief Executive Officer, Jonathan Z. Cohen, our Executive Chairman of the board of directors, Daniel C. Herz, our President, and Mark Schumacher, our Senior Vice President (collectively, the “Atlas Employment Agreements”).

The Atlas Employment Agreements with Messrs. E. Cohen and J. Cohen each provide for a term of three years (which automatically renews daily unless earlier terminated) and an initial base salary of $350,000, subject to periodic increases by the Compensation Committee. The Atlas Employment Agreements with Messrs. Herz and Schumacher each provide for a term of two years (which automatically renews daily for one-year terms after the first anniversary of the effective date of the agreement unless earlier terminated) and an initial base salary of $350,000 (in the case of Mr. Herz) and $375,000 (in the case of Mr. Schumacher), subject to increases, but not decreases, by the Compensation Committee.

Under the Atlas Employment Agreements, Messrs. E. Cohen and J. Cohen are entitled to receive cash and non-cash bonus compensation in such amounts as our board or Compensation Committee may approve or under the terms of any incentive plan that we maintain for our senior level executives. We are required to maintain a term life insurance policy for each of Mr. E. Cohen’s and Mr. J. Cohen’s respective lives that each separate policy provide a death benefit of $3 million to one or more beneficiaries designated by Messrs. E. Cohen and J. Cohen respectively, which such policy, at each individual’s request, can be assumed by such individual upon a termination of employment, if and as allowed by the applicable insurance company.

Pursuant to the Atlas Employment Agreements, Messrs. Herz and Schumacher are each entitled to receive a bonus determined in accordance with procedures established by our board or Compensation Committee. In addition Messrs. Herz and Schumacher are each eligible to receive grants of equity-based compensation as determined by our board or Compensation Committee.

Under the Atlas Employment Agreements, if the executive is terminated without cause or resigns with good reason, then, subject to his execution and non-revocation of a release of claims in favor of us and related parties, the executive will be entitled to receive (a) two times (or three times in the case of Messrs. E. Cohen and J. Cohen) the sum of the executive’s base salary plus his average incentive compensation for the previous three years (or such lesser period as applicable), (b) a pro rata cash bonus for the year of termination, (c) 24 months of continued health insurance (or 36 months in the case of Messrs. E. Cohen and J. Cohen of continued health and life insurance), and (d) accelerated vesting of all equity-based compensation.

Pursuant to the Atlas Employment Agreements, in the event of death, Messrs. E. Cohen and J. Cohen are each entitled to receive (a) a pro rata cash bonus for the year of termination and (b) accelerated vesting of all equity-based compensation. Under the Atlas Employment Agreements, in the event of disability, Messrs. E. Cohen and J. Cohen are each entitled to receive (a) a pro rata cash bonus for the year of termination, (b) 36 months of life and health insurance, and (c) accelerated vesting of all equity-based compensation.

Under the Atlas Employment Agreements, in the event of death or disability, Messrs. Herz and Schumacher are each entitled to receive (a) a pro rata cash bonus for the year of termination, (b) 12 months of continued health insurance for the executive and his dependents, and (c) accelerated vesting of all equity-based compensation.

In addition, the Atlas Employment Agreements each contain certain restrictive covenants, including (a) in the case of Messrs. E. Cohen and J. Cohen, a 12 month post termination noncompetition covenant and 24 month post termination nonsolicitation covenant if the executive is terminated with cause or resigns without good reason, (b) in the case of Mr. Herz an 18 month post termination noncompetition covenant and a 24 month post termination nonsolicitation covenant if the executive is terminated without cause or resigns without good reason, and (c) in the case of Mr. Schumacher, an 18 month post termination noncompetition covenant and 24 month post termination nonsolicitation covenant, if prior to a change in control or after the first anniversary of a change in control, the executive is terminated with cause or resigns without good reason, or within one year following a change in control, the executive’s employment terminates for any reason.

Under each of the Atlas Employment Agreements, any payments or benefits payable to the executive will be cut back to the extent that such payments or benefits would result in the imposition of excise taxes under Section 4999 of the Internal Revenue Code, unless the executive would be better off on an after-tax basis receiving all such payments or benefits.

The following table provides an estimate of the value of the benefits to Mr. E. Cohen pursuant to his Atlas Employment Agreement, if a termination event had occurred as of December 31, 2016:

The following table provides an estimate of the value of the benefits to Mr. J. Cohen pursuant to his Atlas Employment Agreement, if a termination event had occurred as of December 31, 2016:

The following table provides an estimate of the value of the benefits to Mr. Herz pursuant to his Atlas Employment Agreement, if a termination event had occurred as of December 31, 2016:

The following table provides an estimate of the value of the benefits to Mr. Schumacher, pursuant to his Atlas Employment Agreement, if a termination event had occurred as of December 31, 2016:

Titan Employment Agreements

On September 1, 2016, Titan Energy and Titan Energy Operating, LLC, a Delaware limited liability company, entered into employment agreements with each of Messrs. E. Cohen, its Executive Chairman, J. Cohen, its Executive Vice Chairman, Herz, its Chief Executive Officer, and Schumacher, its President (collectively, the “Titan Employment Agreements”). The Titan Employment Agreements and compensation thereunder are not intended to duplicate that provided under the Atlas Employment Agreements.

The Titan Employment Agreements for Messrs. E. Cohen and J. Cohen each have an initial term of three years and the Titan Employment Agreements for Messrs. Herz and Schumacher each have an initial term of two years, in each case subject to early termination under certain circumstances. Each of the Titan Employment Agreements contain automatic daily extensions of the term; the term of the Titan Employment Agreements for Messrs. E. Cohen and J. Cohen are extended by one day each day so that the remaining term remains at three years and the term of the Titan Employment Agreements for Messrs. Herz and Schumacher are also extended for an additional day on a daily basis commencing on September 1, 2017 (unless, in the case of Messrs. Herz and Schumacher, Titan Energy gives written notice to the executive following September 1, 2017 that the term will not be so extended). Under the Titan Employment Agreements, the annual base salaries for each of Messrs. E. Cohen, J. Cohen, Herz and Schumacher are $700,000, $500,000, $500,000 and $375,000, respectively, and for each of 2016 and 2017 each executive will receive an annual bonus of at least 100% of his annual salary, payable in a combination of cash and equity (subject to certain restrictions regarding the composition of the bonus, as set forth in the Titan Employment Agreements). We are required to maintain a term life insurance policy for each of Mr. E. Cohen’s and Mr. J. Cohen’s respective lives that each separate policy provide a death benefit of $3 million to one or more beneficiaries designated by Messrs. E. Cohen and J. Cohen respectively, which such policy, at each individual’s request, can be assumed by such individual upon a termination of employment, if and as allowed by the applicable insurance company.

Under the Titan Employment Agreements, if the executive is terminated without cause or resigns with good reason, then, subject to his execution and non-revocation of a release of claims in favor of us and related parties, the executive will be entitled to receive (a) two times (or three times in the case of Messrs. E. Cohen and J. Cohen) the sum of the executive’s base salary plus his average incentive compensation for the previous two years, (b) a pro rata cash bonus for the year of termination, (c) 24 months of continued health insurance (or 36 months in the case of Messrs. E. Cohen and J. Cohen of continued health and life insurance), and (d) accelerated vesting of all equity-based compensation. In addition, if Messrs. E. Cohen or J. Cohen is terminated without cause or resigns in good reason in connection with a change in control, then the severance payable in (a) as stated above shall not exceed an amount equal to $5,000,000 reduced by the fair market value as of the date of such change in control of any unvested equity awards held by Messrs. E Cohen and J. Cohen, but in no event shall such amount of severance payable in (a) be reduced below $2,000,000.

The Titan Employment Agreements contain the same death and disability provisions for the executives as outlined above in the summary of the death and disability provisions of the Atlas Employment Agreements.

Each of the Titan Employment Agreements contains restrictive covenants applicable to the executive officers with respect to noncompetition and nonsolicitation that are similar to such provisions in the Atlas Employment Agreements.

In addition, Under each of the Titan Employment Agreements, any payments or benefits payable to the executive will be cut back to the extent that such payments or benefits would result in the imposition of excise taxes under Section 4999 of the Internal Revenue Code, unless the executive would be better off on an after-tax basis receiving all such payments or benefits.

The following table provides an estimate of the value of the benefits to Mr. E. Cohen pursuant to his Titan Employment Agreement, if a termination event had occurred as of December 31, 2016:

The following table provides an estimate of the value of the benefits to Mr. J. Cohen pursuant to his Titan Employment Agreement, if a termination event had occurred as of December 31, 2016:

The following table provides an estimate of the value of the benefits to Mr. Herz pursuant to his Titan Employment Agreement, if a termination event had occurred as of December 31, 2016:

The following table provides an estimate of the value of the benefits to Mr. Schumacher, pursuant to his Titan Employment Agreement, if a termination event had occurred as of December 31, 2016:

Long-Term Incentive Plans

2015 Long-Term Incentive Plan

In February 2015, we adopted the Atlas Energy Group, LLC 2015 Long-Term Incentive Plan, which we refer to as the “2015 LTIP.” The following is a brief description of the principal features of the 2015 LTIP.

Purpose

The 2015 LTIP is intended to promote our interests by providing to our officers, employees, and directors, employees of our affiliates, consultants, and joint venture partners who perform services for us incentive awards for superior performance that are based on our common units. The 2015 LTIP is intended to enhance our ability to attract and retain the services of individuals who are essential for our growth and profitability, and to encourage them to devote their best efforts to our business and advancing our interests.

Administration

Grants made under the 2015 LTIP are determined by our board of directors or a committee of the board of appointed by the board of directors to administer the 2015 LTIP. Our board has appointed the Compensation Committee to administer the 2015 LTIP, which we refer to as the “committee.”

Subject to the provisions of the 2015 LTIP, the Committee is authorized to administer and interpret the 2015 LTIP, to make factual determinations, and to adopt or amend its rules, regulations, agreements, and instruments for implementing the 2015 LTIP. The Committee also has the full power and authority to determine the recipients of grants under the 2015 LTIP as well as the terms and provisions of restrictions relating to grants.

Subject to any applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the 2015 LTIP, including the power to award grants under the 2015 LTIP, to our Chief Executive Officer, subject to such limitations as the Committee may impose, if any. However, the Chief Executive Officer may not make awards to, or take any action with respect to any grant previously awarded to, himself or a person who is subject to Rule 16b-3 under the Exchange Act.

Eligibility

Persons eligible to receive grants under the 2015 LTIP are (a) officers and employees of us, our affiliates, consultants, or joint venture partners who perform services for us or an affiliate or in furtherance of our business (we refer to each such officer and employee as an “eligible employee”) and (b) our non-employee directors.

Unit Reserve; Adjustments

Awards in respect of up to 5.25 million of our common units may be issued under the 2015 LTIP. This amount is subject to adjustment as provided in the 2015 LTIP for events such as distributions (in common units or other securities or property, including cash), unit splits (including reverse splits), recapitalizations, mergers, consolidations, reorganizations, reclassifications, and other extraordinary events affecting our outstanding common units such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2015 LTIP. Common units issued under the 2015 LTIP may consist of newly issued common units, common units acquired in the open market or from any of our affiliates, or any other person, or any combination of the foregoing. If any award granted under the 2015 LTIP is forfeited or otherwise terminates or is cancelled or paid without the delivery of common units, then the common units covered by the award will (to the extent of the forfeiture, termination, or cancellation, as the case may be) again be available for grants of awards under the 2015 LTIP. Common units surrendered in payment of the exercise price of an option, and withheld or surrendered for payment of taxes, will not be available for re-issuance under the 2015 LTIP.

Awards

Awards granted under the 2015 LTIP may consist of options to purchase common units, phantom units, and restricted units. All grants are subject to such terms and conditions as the Committee deems appropriate, including vesting conditions.

Options. An option is the right to purchase a common unit in the future at a predetermined price (which we refer to as the “exercise price”). The exercise price of each option is determined by the Committee and may be equal to or greater than the fair market value of a common unit on the date the option is granted. The Committee will determine the vesting and exercise restrictions applicable to an award of options, if any, and the method or methods by which payment of the exercise price may be made, which may include, without limitation, cash, check acceptable to the board of directors, a tender of common units having a fair market value equal to the exercise price, a “cashless” broker-assisted exercise, a recourse note in a form acceptable to the board of directors and that does not violate the Sarbanes-Oxley Act of 2002, a “net exercise” that permits us to withhold a number of common units that otherwise would be issued to the holder of the option pursuant to the exercise of the option having a fair market value equal to the exercise price, or any combination of the methods described above.

Phantom Units . Phantom units represent rights to receive common units, an amount of cash or other securities or property based on the value of a common unit, or a combination of common units and cash or other securities or property. Phantom units are subject to terms and conditions determined by the Committee, which may include vesting restrictions. In addition, the Committee may grant distribution equivalent rights in connection with a grant of phantom units. Distribution equivalent rights represent the right to receive an amount in cash, securities, or other property equal to, and at the same time as, the cash distributions or other distributions of securities or other property made by us with respect to common units during the period that the underlying phantom unit is outstanding. Distribution equivalents may (a) be paid currently or may be deferred and, if deferred, may accrue interest, (b) accrue as a cash obligation or may convert into additional phantom units for the holder of the underlying phantom units, (c) be payable based on the achievement of specific goals, and (d) be payable in cash or common units or in a combination of cash and common units, in each case as determined by the Committee.

Restricted Units . Restricted units are actual common units issued to a participant that are subject to vesting restrictions and evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more unit certificates. Prior to or upon the grant of an award of restricted units, the Committee will condition the vesting or transferability of the restricted units upon continued service, the attainment of performance goals, or both. Unless otherwise determined by the Committee, a holder of restricted units will have certain rights of holders of our common units in general, including the right to vote the restricted units. During the period during which the restricted units are subject to vesting restrictions, however, the holder will not be permitted to sell, assign, transfer, pledge, or otherwise encumber the restricted units. As determined by the Committee, cash dividends on restricted units may be automatically deferred or reinvested in additional restricted units and held subject to the vesting of the underlying restricted units, and dividends payable in common units may be paid in the form of restricted units of the same class as the restricted units with respect to which the dividend is paid and may be subject to vesting of the underlying restricted units.  

No Assignment

Except as otherwise determined by the Committee, no award granted under the 2015 LTIP is assignable or transferable except by will or the laws of descent and distribution. When a participant dies, the personal representative or other person entitled to succeed to the rights of the participant may exercise the participant’s rights under his or her awards.

Withholding

All awards granted under the 2015 LTIP are subject to applicable federal (including FICA), state, and local tax withholding requirements. If we so permit, common units may be withheld to satisfy tax withholding obligations with respect to awards paid in common units, at the time such awards become subject to employment taxes and tax withholding, as applicable, up to an amount that does not exceed the minimum required withholding for federal (including FICA), state, and local tax liabilities. We may require forfeiture of any award for which the participant does not timely pay the applicable withholding taxes.

Amendment and Termination

Subject to the limitations described below, the Committee may amend, alter, suspend, discontinue, or terminate the 2015 LTIP at any time without the consent of participants, except that the Committee may not amend the 2015 LTIP without approval of the unitholders if such approval is required in order to comply with applicable stock exchange requirements. We may waive any conditions or rights under, amend any terms of, or alter any award previously granted under the 2015 LTIP; however, no change to any award previously granted under the 2015 LTIP may materially reduce the benefit to a participant, unless the participant has consented or such change is explicitly allowed in the 2015 LTIP or the applicable award agreements. The Committee may not reprice options, nor may the 2015 LTIP be amended to permit option repricing, unless the unitholders approve such repricing or amendment.

Plan Term

The 2015 LTIP will continue until the date terminated by our Board or the date upon which common units are no longer available for the grant of awards, whichever occurs first.

Titan Management Incentive Plan

The Amended and Restated Titan Energy, LLC Management Incentive Plan (the “MIP”) has been adopted the employees, directors and individual consultants of Titan and its affiliates. The MIP permits the grant of options, phantom shares and restricted and unrestricted common shares, as well as dividend equivalent rights. A maximum of 25% of the shares available for issuance under the MIP shall be available for issuance pursuant to incentive stock options. Subject to adjustment in accordance with the MIP, a maximum of 655,555 common shares was originally reserved for issuance pursuant to awards under the MIP. Common shares subject to forfeited awards or withheld to satisfy exercise prices or tax withholding obligations will again be available for delivery pursuant to other awards. Upon a change in control, all unvested awards held by directors shall immediately vest in full. The MIP has a term of 10 years and will be administered by the Board, which may delegate to a committee or Titan’s Chief Executive Officer.

Our Senior Executive Plan

In February 2015, we adopted the Atlas Energy Group, LLC Annual Incentive Plan for Senior Executives, which we refer to as the “Senior Executive Plan.” The following is a summary of the Senior Executive Plan.

Purpose

The Senior Executive Plan provides a means for awarding annual incentive pay, a component of our compensation program, to our senior executive employees and senior executive employees of our subsidiaries based on the achievement of performance goals over a designated performance period. The performance period is our fiscal year or any other period of up to 12 months. The objectives of the Senior Executive Plan are:

Administration

The Senior Executive Plan is administered and interpreted by our Compensation Committee. The Committee has the authority to establish rules and regulations relating to the Senior Executive Plan, to interpret the Senior Executive Plan and those rules and regulations, to select participants, to determine each participant’s maximum award and award amount, to approve all awards, to decide the facts in any case arising under the Senior Executive Plan, to make all other determinations, including factual determinations, and to take all other actions necessary or appropriate for the proper administration of the Senior Executive Plan, including the delegation of its authority or power, where appropriate.

Eligibility and Participation

Our senior executive employees are eligible to participate in the Senior Executive Plan. The Compensation Committee selects the senior executive employees who will participate in the Senior Executive Plan for each performance period.

Establishment of Performance Goals

As soon as practicable following the beginning of a performance period, the Compensation Committee determines the performance goals, and each participant’s maximum award for the performance period. The performance goals may provide for differing amounts to be paid based on differing thresholds of performance.

Performance Objectives

The performance goals are based on performance objectives selected by the Compensation Committee for each performance period. In each period, the Committee may consider factors including performance relative to an appropriate group designated by the Committee, total market return and distributions paid to unitholders, and factors related to the operation of the business, including growth of reserves, growth in production, processing and intake of natural gas, health and safety performance, environmental compliance, and risk management. The aforementioned performance criteria may be considered either individually or in any combination, applied to us as a whole, to a subsidiary, to a business unit of us or any subsidiary, to an affiliate or any subsidiary, or to any individual, measured either annually or cumulatively over a period of time. To the extent applicable, the Compensation Committee, in determining whether and to what extent a performance goal has been achieved, will use the information set forth in our audited financial statements and other objectively determinable information. The performance goals established by the Committee may be (but need not be) different each performance period, and different performance goals may be applicable to different participants.

Calculation of Awards

A participant will earn an award for a performance period based on the level of achievement of the performance goals established by the Compensation Committee for that performance period. The Committee may reduce or increase an award for any performance period based on its assessment of personal performance or other factors.

Payment of Awards

The Compensation Committee will certify and announce the awards that will be paid to each participant as soon as practicable following the final determination of our financial results for the relevant performance period. Payment of the awards certified by the Committee will be made as soon as practicable following the close of the performance period, but in any event within 2.5 months after the close of the performance period. Awards shall be paid in cash, in equity, or in a combination thereof. Any common or phantom units may be issued under any long-term incentive plan.

Limitations on Payment of Awards

Generally, a participant must be employed on the last day of a performance period to receive payment of an award under the Senior Executive Plan. If a participant’s employment terminates before the end of the performance period, however, the Compensation Committee may determine that the participant will remain eligible to receive a prorated portion of any award that would have been earned for the performance period, in such circumstances as the Committee deems appropriate. If a participant is on an authorized leave of absence during the performance period, the participant may be eligible to receive a prorated portion of any award that would have been earned, as determined by the Committee.

Change in Control

Unless the Compensation Committee determines otherwise, if a “change in control” (as defined in the Senior Executive Plan) occurs before the end of a performance period, each participant will receive an award for the performance period based on performance measured as of the date of the change in control.

Amendment and Termination of Plan

The Compensation Committee has the authority to amend, modify, or terminate the Senior Executive Plan at any time. In the case of a termination of the plan, each participant may receive all or a portion of the award that would otherwise have been earned for the then-current performance period had the Senior Executive Plan not been terminated, as determined by the Committee.

Effective July 1, 2011, Atlas Energy established the Atlas Energy Deferred Compensation Plan, an unfunded nonqualified deferred compensation plan for certain highly compensated employees. We assumed all of Atlas Energy’s obligations under the Atlas Energy Deferred Compensation Plan as part of the Targa transactions in February 2015, and refer to it as the Deferred Compensation Plan. The Deferred Compensation Plan provides Messrs. E. Cohen and J. Cohen, the plan’s current participants, with the opportunity to defer, annually, the receipt of a portion of their compensation, and to permit them to designate investment indices for the purpose of crediting earnings and losses on any amounts deferred under the Deferred Compensation Plan. Messrs. E. Cohen and J. Cohen may defer up to 10% of their total annual cash compensation (which means base salary and non-performance-based bonus) and up to 100% of all performance-based bonuses, and we are obligated to match such deferrals on a dollar-for-dollar basis (i.e., 100% of the deferral) up to a total of 50% of their base salary for any calendar year. Effective July 2016, we suspended deferrals and allocations to the accounts. Account balances remain payable as specified in original deferral elections. The account is invested in a mutual fund, and cash balances are invested daily in a money market account. Atlas Energy established a “rabbi” trust to serve as the funding vehicle for the Deferred Compensation Plan and we will, not later than the last day of the first month of each calendar quarter, make contributions to the trust in the amount of the compensation deferred, along with the corresponding match, during the preceding calendar quarter. Notwithstanding the establishment of the rabbi trust, the obligation to pay the amounts due under the Deferred Compensation Plan constitutes a general, unsecured obligation, payable out of our general assets, and Messrs. E. Cohen and J. Cohen do not have any rights to any specific asset of our company.

The Deferred Compensation Plan has the following additional provisions:

The following table provides information regarding the Titan Management Incentive Plan as of December 31, 2016:

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires executive officers and Board members and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish us with copies of all such reports.

Based solely upon our review of reports received by us, or representations from certain reporting persons that no filings were required for those persons, we believe that during fiscal year 2016, our executive officers, directors and persons who beneficially owned more than 10% of our common units complied with all applicable filing requirements except for Mr. Leon Cooperman who filed one late Form 4 relating to sales of common units.