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

On April 4, 2022, OneSpan Inc. (the "Company") and Mr. Steven Worth, the Company's General Counsel, Chief Compliance Officer and Corporate Secretary, reached an agreement regarding Mr. Worth's resignation from the Company after six years of service. Mr. Worth's last day of employment will be April 8, 2022. In connection with his departure, Mr. Worth is eligible to receive the following severance benefits, subject to the execution and non-revocation of a general release and waiver of claims: (a) an amount equal to (i) one year of Mr. Worth's current base salary and (ii) 100% of Mr. Worth's current annual incentive compensation target, together totaling $616,011, less applicable taxes and withholding deductions, and (b) subject to Mr. Worth's timely election for COBRA continuation coverage, continued participation by Mr. Worth and his eligible dependents in the Company's group health plans at the same rates as active employees for 12 months, as more fully described in the Separation Agreement and General Release, dated as of April 4, 2022, attached hereto as Exhibit 10.1 and incorporated herein by reference.

For a portion of 2021, Mr. Worth also served as the Company's Interim Chief Financial Officer and Treasurer, and later, from August 2, 2021 to November 29, 2021, he led the Company as its Interim President and Chief Executive Officer. Mr. Worth completed his transition responsibilities over the last several months to the Company's current President and Chief Executive Officer, Matt Moynahan. Mr. Worth intends to pursue other opportunities outside of OneSpan.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits. The following Exhibits are filed herewith:




Exhibit
Number      Description
  10.1        Separation Agreement and General Release dated April 4, 2022
104         Cover Page Interactive Data File (embedded within the inline XBRL document)

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