Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2021, OneSpan Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") with the U.S. Securities and Exchange Commission disclosing the appointment of Steven R. Worth as Interim President and Chief Executive Officer, effective August 2, 2021. This Amendment No. 1 to the Original Form 8-K is being filed by the Company to disclose changes to the compensation of Mr. Worth in connection with this appointment.

In connection with Mr. Worth's appointment as Interim President and Chief Executive Officer, the Company's Board of Directors (the "Board") approved the following changes to Mr. Worth's compensation arrangements: (a) during each month, or portion thereof, of service as Interim President and Chief Executive Officer, Mr. Worth will receive an additional fee of $20,000 per month (prorated for partial months of service and retroactive to August 2, 2021); and (b) the grant of 15,000 performance-based restricted stock units ("PSUs"), which will cliff vest on December 31, 2021, subject to the achievement of strategic performance goals relating to product strategy, diagnostic work and cost savings and Mr. Worth's continued service.

Item 9.01 Financial Statements and Exhibits



(d)  Exhibits.


Exhibit
Number     Description
104        Cover Page Interactive Data File (embedded within the inline XBRL document)

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