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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