Stock-Based Compensation

The Company has Stock Incentive Plans (the Plans) pursuant to which the Company’s board of directors may grant stock options or restricted stock to employees.

On February 7, 2018, the stockholders of the Company approved the FleetCor Technologies, Inc. Amended and Restated 2010 Equity Incentive Plan (the "Amended Plan"). The Amended Plan was authorized and approved by the Company's Board of Directors on December 20, 2017, and Company's stockholders at a meeting held on February 7, 2018. The Amended Plan amends the Registrant’s existing 2010 Equity Incentive Plan (as amended, the "Prior Plan") to, among other things, increase the number of shares of common stock available for issuance from 13,250,000 to 16,750,000 and make certain other amendments to the Prior Plan.

The table below summarizes the expense recognized related to share-based payments recognized for the three month period ended March 31 (in thousands):



	Three Months Ended March 31,
	2018		2017
Stock options	$	10,699	$	12,089
Restricted stock	3,704		11,004
Stock-based compensation	$	14,403	$	23,093

The tax benefits recorded on stock based compensation were $8.1 million and $15.0 million for the three month period ended March 31, 2018 and 2017, respectively.

The following table summarizes the Company’s total unrecognized compensation cost related to stock-based compensation as of March 31, 2018 (cost in thousands):

Stock Options

Stock options are granted with an exercise price estimated to be equal to the fair market value on the date of grant as authorized by the Company’s board of directors. Options granted have vesting provisions ranging from one to five years and vesting of the options is generally based on the passage of time or performance. Stock option grants are subject to forfeiture if employment terminates prior to vesting.

The following summarizes the changes in the number of shares of common stock under option for the three month period ended March 31, 2018 (shares and aggregate intrinsic value in thousands):



	Shares		Weighted Average Exercise Price		Options Exercisable at End of Period	Weighted Average Exercise Price of Exercisable Options		Weighted Average Fair Value of Options Granted During the Period		Aggregate Intrinsic Value
Outstanding at December 31, 2017	8,031		$	109.78	4,029	$	75.80			$	663,815
Granted	181		200.16					$	49.69
Exercised	(230	)	87.81							26,357
Forfeited	(16	)	146.27
Outstanding at March 31, 2018	7,966		$	112.39	4,444	$	81.95			$	717,856
Expected to vest as of March 31, 2018	7,966		$	112.39

The aggregate intrinsic value of stock options exercisable at March 31, 2018 was $535.7 million. The weighted average remaining contractual term of options exercisable at March 31, 2018 was 5.2 years.

The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions for grants or modifications during the three month period ended March 31, 2018 and 2017:



	March 31,
	2018		2017
Risk-free interest rate	2.46	%	1.83	%
Dividend yield	—		—
Expected volatility	27.11	%	27.31	%
Expected life (in years)	3.9		4.2

Restricted Stock

Awards of restricted stock and restricted stock units are independent of stock option grants and are subject to forfeiture if employment terminates prior to vesting. The vesting of shares granted is generally based on the passage of time, performance or market conditions, or a combination of these. Shares vesting based on the passage of time have vesting provisions of one to three years.

The following table summarizes the changes in the number of shares of restricted stock and restricted stock units for the three months ended March 31, 2018 (shares in thousands):



	Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2017	365		$	155.58
Granted	49		199.75
Vested	(47	)	158.54
Canceled or forfeited	(26	)	154.46
Outstanding at March 31, 2018	341		$	163.95

Unrecognized
Compensation
Cost

Weighted Average
Period of Expense
Recognition
(in Years)

Stock options

Restricted stock