11.	STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

See the Company’s Form 10-K for a detailed description of the Company’s stock-based compensation awards, including information related to vesting terms and service and performance conditions.

The following table summarizes restricted stock awards activity for the three months ended March 31, 2018:

	Time-based					Market-Based
	Restricted Stock Awards					Restricted Stock Awards
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Unvested shares of restricted stock outstanding at December 31, 2017		888,680		$	42.17		—		$	—
Granted		227,243		$	92.94		284,118		$	82.84
Vested		(14,211	)	$	0.29		(283,080	)	$	82.84
Forfeited		(19,726	)	$	47.19		(1,038	)	$	82.64
Unvested shares of restricted stock outstanding at March 31, 2018		1,081,986		$	53.29		—		$	—

On January 26, 2018, we issued an aggregate of 511,361 restricted shares of common stock to our executive officers and certain non-executive, non-sales employees under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (the “LTIP”), consisting of 284,118 shares subject to market-based vesting conditions (“Market-Based Shares”) and 227,243 shares subject to time-based vesting conditions (“Time-Based Shares”). Market-Based Shares will vest 50% on the first date that the Company’s TEV (calculated as defined in the applicable restricted stock award agreement) equals or exceeds $5.9 billion and 50% on the first date that the Company’s TEV equals or exceeds $6.2 billion, in each case provided that (i) such date occurs on or before the sixth anniversary of the grant date and (ii) the recipient is employed by, or providing services to, the Company or a subsidiary on the applicable vesting date. Time-Based Shares granted to non-executive employees will vest 25% on a specified initial vesting date and 25% on each of the first three anniversaries of such initial vesting date, provided that the recipient is employed by, or providing services to, the Company or a subsidiary on the applicable vesting date. Time-Based Shares granted to executive officers will vest in three equal annual tranches beginning on a specified initial vesting date and thereafter on the first and second anniversaries of such date, provided that the executive officer is employed by, or providing services to, the Company or a subsidiary on the applicable vesting date.

The following table summarizes market-based stock vesting activity during the three months ended March 31, 2018, the associated compensation cost recognized in connection with the vesting event and the number of shares withheld to satisfy tax withholding obligations:

Vesting Condition	Date Vested	Number of Shares Vested		Compensation Cost Recognized Upon Vesting	Shares Withheld for Taxes¹
Market-based (TEV = $5.9 billion)	March 14, 2018		141,599	$9.7 million		54,000
Market-based (TEV = $6.2 billion)	March 23, 2018		141,481	$10.1 million		54,909

¹ All shares withheld to satisfy tax withholding obligations are held as treasury stock.

For the three months ended March 31, 2018 and 2017, respectively, our total compensation expense related to restricted stock was $23.4 million and $3.4 million, as adjusted. There was $45.4 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested shares of restricted stock outstanding as of March 31, 2018. The unrecognized compensation cost for the restricted shares is expected to be recognized over a weighted average period of 2.1 years as of March 31, 2018.

We capitalized stock-based compensation costs related to software developed for internal use of $2.5 million and $0.3 million for the three months ended March 31, 2018 and 2017, respectively.