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Stock Compensation Plans

12 Months Ended

Dec. 31, 2020

Note 14 – Stock Compensation Plans (sharecounts in thousands)

The Company has a share-based compensation plan, the OneSpan Inc. 2019 Omnibus Incentive Plan (“Plan”), which was approved by its Shareholders in June 2019 under which the Board of Directors may grant share-based awards including restricted stock units (RSUs) and performance restricted stock units (PSUs).

The Plan may provide performance incentives to employees and non-employee directors, consultants and other key persons of the Company. The plan is administered by the Compensation Committee as appointed by the Board of Directors and is intended to be a non-qualified plan.

As of December 31, 2020, the remaining number of shares allowed to be issued under the Plan was 4.1 million shares of the company’s common stock, representing 10% of the issued and outstanding shares of the company as of such date.

The following table details long-term compensation plan and stock-based compensation expense for the years ended December 31, 2020, 2019, and 2018.


	For the year ended December 31,
	2020		2019		2018
in thousands
Restricted stock	$	4,740	$	3,368	$	3,973
Long-term compensation plan		1,262		1,955		2,118
Total compensation	$	6,002	$	5,323	$	6,091

Time-Based Restricted Stock Awards

Time-based awards granted to certain executive officers vest in equal semi-annual installments over four years. Awards granted to certain other employees vest ratably over a four-year period with the first one-fourth of the grant vesting one year after the date of the grant. Shares are subject to forfeiture if the service period requirement is not met. Compensation expense was $0.7 million, $0.5 million, and $2.0 million for 2020, 2019, and 2018, respectively. Tax benefit related to the compensation expense was $0.2 million, $0.2 million, and $0.5 million for 2020, 2019, and 2018,

respectively. The following table summarizes the time-based restricted stock activity for the year ended December 31, 2020.


		Weighted-		Weighted-
		average		average
		remaining		grant date
(in thousands)	Shares	term (years)		fair value
Outstanding at January 1, 2020	121	1.71	$	14.88
Shares vested	(65)			14.47
Outstanding at December 31, 2020	56	0.89	$	14.60

The unamortized future compensation expense for time-based restricted stock awards was $0.5 million at December 31, 2020.

Time-Based Restricted Stock Units Settled in Stock

Beginning in 2019, the company grants certain eligible employees RSUs that settle in Company stock. RSUs granted to non-employee directors vest on the first anniversary date of the grant. Awards granted to certain executive officers vest in equal semi-annual installments over four years. Awards granted to certain other employees vest ratably over a four-year period with the first one-fourth of the grant vesting one year after the date of the grant. Shares are subject to forfeiture if the service period is not met. Compensation expense was $2.5 million and $1.0 million for 2020 and 2019, respectively, and the related tax benefit was $0.5 million and $0.3 million, respectively. The following table summarizes the time-based restricted stock activity for the year ended December 31, 2020:


		Weighted-		Weighted-
		average		average
		remaining		grant date
(in thousands)	Shares	term (years)		fair value
Nonvested, January 1, 2020	190	2.54	$	13.78
Shares vested	(121)			14.91
Shares awarded	331			17.81
Shares forfeited	(21)			15.07
Nonvested, December 31, 2020	379	2.55	$	16.87

The unamortized future compensation expense for time-based restricted stock awards was $5.1 million at December 31, 2020.

Performance-Based Restricted Stock Units settled in stock

Performance-based restricted stock units granted to executive officers and certain other employees were subject to achievement of three year performance criteria established by the Board of Directors Under certain grants, earned shares related to three-year targets cliff vest upon fulfillment of the performance criteria and completion of the three-year period. Shares are subject to forfeiture if the performance criteria and service period are not met. None of the restricted stock units subject to the achievement of future performance criteria awarded during the year ended December 31, 2020 are expected to be earned, and the compensation costs recorded for these unvested shares has been reversed. Certain restricted stock units subject to the achievement of future performance criteria awarded during the years ended December 2019 and 2018 are not expected to be earned. The compensation costs recorded for the 81 and 3 unvested shares issued during the years ended December 31, 2019 and 2018, respectively, with performance criteria that are no longer considered probable of achievement have been reversed during the year ended December 31, 2020.

Compensation expense in 2020, 2019, and 2018 was $1.1 million, $1.8 million, and $2.0 million. Tax benefit related to the compensation expense was $0.2 million, $0.2 million, and $0.5 million for 2020, 2019, and 2018, respectively.

The following table summarizes activity related to unvested performance restricted stock shares during 2020:


		Weighted-		Weighted-
	Total	average		average
	Unvested	remaining		grant date
(in thousands)	Shares	term (years)		fair value
Unearned, January 1, 2020	492	1.25	$	14.46
Shares vested	(102)			14.46
Shares awarded	78			19.72
Shares forfeited	(9)			18.32
Unearned, December 31, 2020	459	0.83	$	15.29

Unamortized future compensation expense for performance-based restricted stock was $0.8 million at December 31, 2020.

Market-Based Restricted Stock Units settled in stock

We awarded restricted stock unit grants during the year ended December 31, 2020 to executive officers and certain other employees, subject to the achievement of market and service conditions, which allow for up to 52 shares to be earned if the market conditions are fully achieved at the end of the three year performance period. The fair value of these awards was $1.5 million at the dates of grant and the awards are being amortized over the vesting period of three years.

Compensation expense for the year ended December 31, 2020 was $0.4 million and the related tax benefit was $0.1.

The following table summarizes activity related to unvested market and service restricted stock units settled in stock:


		Weighted-		Weighted-
		average		average
		remaining		grant date
(in thousands)	Shares	term (years)		fair value
Nonvested, January 1, 2020	—	—	$	-
Shares vested	—			-
Shares awarded	52	2.00		28.44
Shares forfeited	—			-
Nonvested, December 31, 2020	52	2.00	$	28.44

Unamortized future compensation expense for market-based restricted stock was $1.1 million at December 31, 2020.