Note 11 – Stock Compensation Plans (sharecounts in thousands)

The Company has a share-based compensation plan, the OneSpan Inc. 2019 Omnibus Incentive Plan (“2019 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). Awards were previously granted under the OneSpan Inc. 2009 Equity Incentive Plan (“2009 Plan”), and included Restricted Stock Awards (RSAs) and performance restricted stock units (PSUs). The 2009 Plan terminated on December 31, 2018, and no additional securities remained for issuance.

The 2019 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, 2019, the remaining number of shares allowed to be issued under the 2019 Plan was 4.6 million shares of the company’s common stock, representing 11% 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, 2019, 2018, and 2017.


	For the year ended December 31,
	2019		2018		2017
in thousands
Restricted stock	$	3,368	$	3,973	$	3,466
Long-term compensation plan		1,955		2,118		1,906
Total compensation	$	5,323	$	6,091	$	5,372

Time-Based Restricted Stock Awards

Time-based restricted stock awards 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 requirement is not met. Compensation expense was $0.5 million, $2.0 million, and $2.1 million for 2019, 2018, and 2017, respectively. Tax benefit related to the compensation expense was $0.2 million, $0.5 million, and $0.6 million for 2019, 2018, and 2017, respectively. The following table summarizes the time-based restricted stock activity for the year ended December 31, 2019.


		Weighted-		Weighted-
		average		average
		remaining		grant date
(in thousands)	Shares	term (years)		fair value
Outstanding at January 1, 2019	241	2.17	$	15.08
Shares vested	(116)			15.20
Shares forfeited	(4)			17.75
Outstanding at December 31, 2019	121	1.71	$	14.88

The unamortized future compensation expense for time-based restricted stock awards was $1.2 million at December 31, 2019.

Time-Based Restricted Stock Units settled in stock

Upon approval of the 2019 Plan, the Company began granting 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 $1.0 million for 2019, and the related tax benefit was $0.3 million. The following table summarizes the time-based restricted stock activity for the year ended December 31, 2019:


		Weighted-		Weighted-
		average		average
		remaining		grant date
(in thousands)	Shares	term (years)		fair value
Nonvested, January 1, 2019	—	—	$	-
Shares vested	(21)			13.69
Shares awarded	211			13.77
Shares forfeited	—			-
Nonvested, December 31, 2019	190	2.54	$	13.78

The unamortized future compensation expense for time-based restricted stock units was $2.1 million at December 31, 2019.

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.

Compensation expense in 2019, 2018, and 2017 was $1.8 million, $2.0 million, and $1.3 million. Tax benefit related to the compensation expense was $0.2 million, $0.5 million, and $0.5 million for 2019, 2018, and 2017, respectively.

The following table summarizes activity related to unvested performance restricted stock shares during 2019:


		Weighted-		Weighted-
	Total	average		average
	Unvested	remaining		grant date
(in thousands)	Shares	term (years)		fair value
Unearned, January 1, 2019	330	1.45	$	15.07
Shares vested	(9)			27.13
Shares awarded	226			14.12
Shares forfeited	(55)			14.65
Unearned, December 31, 2019	492	1.25	$	14.46

Unamortized future compensation expense for performance-based restricted stock was $3.1 million at December 31, 2019.