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

On January 26, 2009, the Compensation Committee of the Board of Directors of S1 Corporation (the "Company") approved the 2009 Management Incentive Plan (the "2009 Plan") pursuant to which named executive officers and other key contributors of the Company are eligible for cash bonuses based on the achievement of financial and performance metrics. EBITDA (earnings before interest, taxes, depreciation and amortization excluding stock based compensation expense) is the key metric used to determine the bonus pool and the actual bonus available to be paid. Performance metrics may also be established for individual participants and the achievement of such performance metrics will also be a factor in determining the amount of bonus to be paid.

The foregoing is qualified in its entirety by reference to the 2009 Plan, a copy of which is filed as Exhibit 10.1 to this report and is hereby incorporated by reference herein.