UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
   Form 10-K/A
 (Amendment
    No. 1)
   ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF
    1934
  For the fiscal year ended December 31, 2009
  Commission File Number 0-26123
  ONLINE RESOURCES
    CORPORATION
 (Exact Name of Registrant as
    Specified in Its Charter)
   Delaware

52-1623052(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)4795 Meadow Wood Lane
    Chantilly, Virginia(Address of principal
    executive offices)

20151(Zip code)   (703) 653-3100
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Title of Each
    Class
  Common Stock, $0.0001 par value per share
   o þ
  o þ
  þ o
  Regulation S-T þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 





ONLINE
    RESOURCES CORPORATION
  AMENDMENT
    NO. 1 TO ANNUAL REPORT ON
    FORM 10-K
  TABLE OF
    CONTENTS
   
 PagePART IIIItem 10:


Directors and Executive Officers of the
    Company


4Item 11:


Executive Compensation


6Item 12:


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholders Matters


26Item 13:


Certain Relationships and Related Transactions


28Item 14:


Principal Accountant Fees and Services


29Signatures


30   2




---



##### 



EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K Form 10-K). Rule 12b-15 Form 10-K/A
  Form 10-K/A, Rule 12b-15 Form 10-K Form 10-K/A Form 10-K.
 3




---



##### 



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Executive
    Officers and Directors
    Name

Age

PositionJohn C. Dorman


59


Co-Chairman of the Board, interim Chief Executive Officer,
    Chairman of the Governance Committee, interim Chairman of the
    Corporate Finance CommitteeCatherine A. Graham


49


Executive Vice President, Chief Financial Officer and TreasurerBarry D. Wessler


66


Co-Chairman of the Board, Chairman of IT & Security
    CommitteeStephen S. Cole


60


Director and Chairman of Risk Management CommitteeEdward D. Horowitz


62


DirectorBruce A. Jaffe


45


DirectorMichael E. Leitner


42


DirectorErvin R. Shames


69


Director and Chairman of Management Development and Compensation
    CommitteeWilliam H. Washecka


62


Director and Chairman of Audit Committee   John C. Dorman
  Catherine A. Graham
  Barry D. Wessler
 4




---



##### 



Stephen S. Cole
  Edward D. Horowitz e-Citi
  Bruce A. Jaffe
  Michael E. Leitner Series A-1
  Ervin R. Shames
 5




---



##### 



William H. Washecka e-commerce
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Conduct and Ethics
  Form 8-K
  Audit
    Committee
  Regulation S-K. www.orcc.com
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  The following discussion and analysis contains statements
    regarding future individual and company performance targets and
    goals. These targets and goals are disclosed in the limited
    context of Online Resources Corporations compensation
    programs and should not be understood to be statements of
    managements expectations or estimates of results or other
    guidance. We specifically caution investors not to apply these
    statements to other contexts.
 6




---



##### 



Executive
    Summary
    pay-for-performance. and/or
  pay-for-performance
          
    We implemented 5%
    across-the-board
    reductions to annual cash base salaries, reflecting generally
    lower market compensation levels.
    The annual bonus plan was granted paid entirely in restricted
    stock. The number of shares granted was calculated using a
    $4.00 share price. 7




---



##### 




    The dollar value targets of our long-term incentive equity
    grants were reduced by an average of 25%. The number of shares
    granted was calculated using a $4.00 share price, a 16%
    premium to the market price on the date of grant, Equity granted
    as options, however, still had an exercise price equal to the
    market price.
    Other employee benefits programs were curtailed.    Compensation
    Philosophy and Objectives
  
    A Meaningful Portion of Compensation Should be
    Performance-Based.  We believe that variable
    compensation tied to company performance should represent a
    meaningful portion of total compensation for our executive
    officers and senior managers, and that the percentage of
    compensation tied to company performance should be highest for
    our executive officers.  
    63% of our original Chief Executive Officers targeted 2009
    compensation was at-risk, with 24% tied to the
    achievement of performance factors and an additional 41% in
    options that have value only if our stock price increases
    following their date of grant.
    53% of our Presidents targeted 2009 compensation was
    at-risk, with 30% tied to the achievement of
    performance factors and an additional 23% in options that have
    value only if our stock price increases following their date of
    grant.
    49% of our Chief Financial Officers targeted 2009
    compensation was at-risk, with 26% tied to the
    achievement of performance factors and an additional 23% in
    options that have value only if our stock price increases
    following their date of grant.  
    Our Compensation Programs Should Emphasize Stock
    Ownership.  We believe that stock ownership is a
    valuable tool to align the interests of managers and employees
    with those of stockholders. Our Board of Directors has
    established the following stock ownership guidelines for
    themselves as well as for executive officers and certain senior
    managers:  Stock Ownership GuidelinesBoard Members

5 times annual cash compensationChief Executive Officer

5 times annual base salaryOther Named Executive Officers

3 times annual base salary     
    77% of our original Chief Executive Officers targeted 2009
    compensation was granted in equity.
    62% of our Presidents targeted 2009 compensation was
    granted in equity.
    58% of our Chief Financial Officers targeted 2009
    compensation was granted in equity.   8




---



##### 




    Our Compensation Programs Must Be
    Competitive.  We need to hire, retain and motivate
    executive officers and senior managers with the requisite skills
    and experience to develop, expand and execute on our business
    opportunities, as this is essential to our success in providing
    value to stockholders. As such, we benchmark our compensation
    against companies in our industry sector or with similar
    operating characteristics. We target base salary compensation at
    the 40th percentile of market, with the opportunity to earn
    total compensation between the 60th and
    70th percentiles when we meet our own targets and
    outperform our competition.
    We Consider Total Compensation in Designing Our
    Programs.  As company targeting growth, we seek
    executive officers and senior managers who are motivated by the
    desire to participate in building an expanding, profitable and
    high quality organization. Since this type of employee values
    participation in our growth as much or more than base salary,
    the Committee looks at the aggregate of our base salary, annual
    incentive and long-term equity incentive compensation plans when
    assessing the adequacy, appropriateness and competitiveness of
    our compensation structure.
    Our Compensation Programs Should Reward both Company and
    Individual Performance.  In determining
    annual incentive and long-term equity incentive awards, we look
    primarily to company performance and the performance of our
    peers. However, merit increases to base salaries are weighted
    towards individual performance and we have spot bonus and other
    recognition programs to reward individual achievement.  Compensation
    Program Design
        
    base salary,
    annual cash or equity-based incentive compensation, and
    long-term equity-based incentive compensation.       9




---



##### 



and/or
    
    ACI Worldwide, Inc.
    Bottomline Technologies, Inc.
    Cass Information Systems, Inc.
    CSG Systems International, Inc
    Cybersource Corporation
    GoldLeaf Financial Solutions, Inc.
    Global Cash Access Holdings
    iGate Corporation
    Intersections, Inc.
    Net 1 U.E.P.S. Technologies, Inc.
    Radiant Systems, Inc.
    S1 Corporation.
    Tier Technologies, Inc.
    TNS, Inc.
    Wright Express Corporation    Compensation
    Elements
  Base Salary.
 10




---



##### 




    each executive officers scope of responsibilities,
    each executive officers qualifications, skills and
    experience,
    internal pay equity among senior executives, and
    individual job performance, including both impact on current
    financial results and contributions to building longer-term
    stockholder value.      Annual Incentive Compensation.
      
    performance goals ,
    bonus allocations to be tied to each of the performance
    goals, and
    target bonus levels, expressed as either a percentage of salary
    or a fixed amount for each identified level or title grouping of
    management.       11




---



##### 



Performance Goals and Bonus Allocations.
  60-70%
    
    revenue,
    core earnings per share, and
    division specific client satisfaction programs.    Performance Goal

Corporate

DivisionRevenue


30
%


30
%Core Earnings per Share


70
%


60
%Client Satisfaction


0
%


10
%         Performance Goal

All ParticipantsRevenue


50
%Core Earnings per Share


30
%Contract Value Realization


10
%Client Retention


10
%    12




---



##### 



Target Bonus Levels.
      
    105% of base salary for our original Chief Executive Officer,
    79% of base salary for our President and Chief Operating
    Officer, and
    63% of base salary for our Executive Vice President and Chief
    Financial Officer.      Long-Term Equity-Based Incentive
    Compensation.
         13




---



##### 




    234% of target base salary for our original Chief Executive
    Officer,
    86% of target base salary for our President and Chief Operating
    Officer, and
    78% of target base salary for our Executive Vice President and
    Chief Financial Officer.    Time-Vested Stock Options


50
%Time-Vested Restricted Stock


50
%        14




---



##### 



Benefits and Perquisites.
  Severance Compensation.
          Value ofCurrent



Value of

AccelerationBase Salary

Period



Post-

of Vesting

TotalSeverance

& Target

Pro Rata

Lump Sum

Termination

of Equity

Payments &Period

Bonus

Bonus

Payment

Benefits

Awards

BenefitsName and Principal Position

(Months)

($)

($)(1)

($)(2)

($)(2)

($)(3)

($)Catherine A. Graham
    Executive Vice President
    and CFO


15.5


$
364,272


$



$
470,518


$
4,402


$
382,995


$
857,915     (1)
    
    2009 Bonus was paid all in equity so value is reflected in the
    Acceleration of Vesting of Equity Awards.(2)
    
    Assumes the benefits in effect as of December 31, 2009.(3)
    
    Assuming the Companys stock price at the close of business
    on December 31, 2009, $5.26.    Potential Payments upon Termination or Change in
    Control.
 15




---



##### 



Form 10-K,
           16




---



##### 



Average





Value ofSalary/Cash



Value of

AccelerationBonus for 3



Post-

of Vesting

TotalPreceding

Lump Sum

Termination

of Equity

Payments &Years

Payment

Benefits

Awards

BenefitsName and Principal Position

($)

($)(1)

($)(2)

($)(3)

($)Catherine A. Graham
    Executive Vice President
    and CFO


$364,463



$1,089,744



$4,402



$598,579



$1,692,725     (1)
    
    Payment must be made within 30 days of the date of
    termination.(2)
    
    Assumes the benefits in effect as of December 31, 2009.(3)
    
    Assuming the Companys stock price at the close of business
    on December 31, 2009, $5.26.  Chief
    Executive Officer Compensation and Performance
               17




---



##### 




    financial goals, focused on revenue, earnings before interest,
    taxes, depreciation and amortization, and core net income as set
    forth in our approved plan,
    operating goals, including metrics such as consumer adoption
    rate and transaction growth,
    strategic goals, including initiatives relating to organization
    development, capital structure, acquisitions and other strategic
    matters, and
    leadership and other qualitative factors that the independent
    members of the Board may deem appropriate in evaluating chief
    executive performance.          pay-for-performance
 18




---



##### 



Annual Base

Annual

Long-Term Equity

TotalSalary

Bonus

Incentive Compensation

CompensationChief Executive Officer

Lowest

Lowest

16th

    percentile

LowestOther Named Executive Officers

Lowest

Lowest

9th

    percentile

Lowest     
    a 5% reduction in his base salary effective February 1,
    2009,
    the issuance of his equity under our Annual compensation Plan at
    a 16% premium to the market price on the date of grant rather
    than at the market price, and
    a 35% reduction to his long-term incentive plan target, with
    those shares also being issued at a 16% premium to the market
    price of our stock on the date of grant.      
    a 5% reduction in his base salary effective February 1,
    2009,
    the issuance of his equity under our Annual compensation Plan at
    a 16% premium to the market price on the date of grant rather
    than at the market price, and
    a 30% reduction to his long-term incentive plan target, with
    those shares also being issued at a 16% premium to the market
    price of our stock on the date of grant.     19




---



##### 



Compensation
    Committee Report
  Regulation S-K Form 10-K.
  
   
  Summary
    Compensation Table
    Change inPensionValue andNon-Equity

NonqualifiedIncentive

DeferredStock

Option

Plan

Compensation

All OtherSalary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

TotalName and Principal Position

Year

($)(1)

($)

($)(2)

($)(2)

($)

($)

($)

($)Matthew P. Lawlor


2009


$
323,890


$



$
503,960


$
335,398


$



$



$



$
1,170,086Chairman & Chief


2008


$
350,216


$



$
680,853


$
480,011


$



$



$



$
1,969,638Executive Officer(3)


2007


$
332,807


$



$
294,367


$
128,702


$



$



$



$
1,193,140Raymond T. Crosier


2009


$
238,367


$



$
182,406


$
90,300


$



$



$



$
509,464Interim Chief Executive


2008


$
255,225


$



$
213,821


$
120,010


$



$



$



$
839,630Officer, President and Chief


2007


$
252,417


$



$
173,451


$
75,000


$



$



$



$
749,309Operating Officer(4)Catherine A. Graham


2009


$
208,699


$



$
143,159


$
75,250


$



$



$



$
419,097Executive Vice President,


2008


$
235,265


$



$
178,453


$
100,005


$



$



$



$
698,464Chief Financial Officer and


2007


$
232,409


$



$
135,691


$
60,901


$



$



$



$
607,880Treasurer     (1)
    
    During 2008, Mr. Lawlor, Mr. Crosier and
    Ms. Graham elected to forego a portion of their cash
    salaries equal to $74,375, $42,500 and $39,169, respectively, in
    return for stock awards. The fair values of these stock awards
    are included in the Grant of Plan-Based Awards table.(2)
    
    The values represent the dollar amounts for the years shown of
    the aggregate grant date fair value of stock and option awards
    granted in those years in accordance with SEC rules. Generally,
    the aggregate grant date fair value is the amount that the
    Company expects to expense in its financial statements over the
    awards vesting schedule. These amounts reflect the
    Companys accounting expense and do not correspond to the
    actual value that will be realized by the named executives. See
    our Annual Reports on
    Form 10-K
    for the years ended December 31, 2009, 2008 and 2007 for
    complete descriptions of the assumptions made in the 20




---



##### 



valuation of the option and stock awards. The following table
    compares the probable outcome of certain performance based stock
    awards that are included in the table to the maximum value that
    could be earned.  Probable Outcome of Performance Awards

Maximum value at grant dateName

2007

2008

2009

2007

2008

2009Matthew P. Lawlor

$
140,256


$
126,447


$
168,560


$
963,631


$
1,065,017


$
301,000Raymond T. Crosier

$
79,688


$
51,310


$
92,107


$
553,133


$
421,897


$
164,477Catherine A. Graham

$
57,378


$
39,270


$
67,909


$
418,967


$
324,020


$
121,267   (3)
    
    Mr. Lawlor retired as our Chief Executive Officer on
    December 14, 2009. Mr. Lawlor resigned as our Chairman
    on January 20, 2010.(4)
    
    Mr. Crosier was appointed as our interim Chief Executive
    Officer on December 14, 2009. Mr. Crosier resigned as
    our interim Chief Executive Officer, President and Chief
    Operating Officer on April 19, 2010.  Grant of
    Plan-Based Awards
    All Other


All OtherStock


OptionAwards:


Awards:








Grant DateEstimated Future


Number of


Number of


Exercise or





Fair ValueEstimated Future


Payouts Under Equity


Shares of


Securities


Base Price


Closing


of StockPayouts Under Non-Equity Incentive Plan Awards


Incentive Plan Awards


Stock or


Underlying


of Option


Price on


and OptionGrant


Threshold


Target


Maximum


Threshold


Target


Maximum


Units


Options


Awards


Grant Date


AwardsName

Date


(#)


(#)


(#)


(#)


(#)


(#)


(#)


(#)


($/sh)


($)


($)Matthew P. Lawlor(1)


3/6/2009


$




























169,839


$
3.44


$
3.44


$
335,398Raymond T. Crosier(2)


3/6/2009


$




























45,726


$
3.44


$
3.44


$
90,300Catherine A. Graham


3/6/2009


$




























38,105


$
3.44


$
3.44


$
75,250Matthew P. Lawlor(1)


3/6/2009


$
























97,500






$



$
3.44


$
335,400Matthew P. Lawlor(1)


3/6/2009


$












29,167



58,333



87,500










$



$
3.44


$
301,000Raymond T. Crosier(2)


3/6/2009


$
























26,250






$



$
3.44


$
90,300Raymond T. Crosier(2)


3/6/2009


$












15,938



31,875



47,813










$



$
3.44


$
164,477Catherine A. Graham


3/6/2009


$
























21,875






$



$
3.44


$
75,250Catherine A. Graham


3/6/2009


$












11,751



23,501



35,252










$



$
3.44


$
121,267     (1)
    
    Mr. Lawlor retired as our Chief Executive Officer on
    December 14, 2009. Mr. Lawlor resigned as our Chairman
    on January 20, 2010. Mr. Lawlors unvested stock
    and option awards were forfeited February 19, 2010.(2)
    
    Mr. Crosier was appointed as our interim Chief Executive
    Officer on December 14, 2009. Mr. Crosier resigned as
    our interim Chief Executive Officer, President and Chief
    Operating Officer on April 21, 2010.
    Mr. Crosiers unvested stock and option awards were
    forfeited on the date of resignation. 21




---



##### 



Outstanding
    Equity Awards at Fiscal Year-End
    Option Awards


Stock AwardsEquityIncentiveEquity


Plan Awards:Equity














Incentive


Market orIncentive














Plan Awards:


PayoutPlan Awards:














Number of


Value ofNumber of











Market


Unearned


UnearnedNumber of


Number of


Securities











Value of


Shares,


Shares,Securities


Securities


Underlying








Number of


Shares or


Units or


Units orUnderlying


Underlying


Unexercised


Option





Shares or


Units of


Other


OtherUnexercised


Unexercised


Unearned


Exercise


Option


Units That


Stock That


Rights That


Rights ThatOptions (#)


Options (#)


Options


Price


Expiration


Have Not


Have Not


Have Not


Have NotName

Exercisable


Unexercisable(1)


(#)


($)


Date


Vested(2)


Vested


Vested(3)


VestedMatthew P. Lawlor(4)


47,823










$
3.06



1/11/2011



217,219


$
1,142,572



14,706


$
77,354Matthew P. Lawlor(4)


82,524










$
2.3



1/1/2012Matthew P. Lawlor(4)


93,895



13,413






$
2.86



2/15/2012Matthew P. Lawlor(4)


8,000










$
6.21



12/11/2013Matthew P. Lawlor(4)


18,750










$
4.40



6/4/2013Matthew P. Lawlor(4)


9,300










$
8.59



12/31/2014Matthew P. Lawlor(4)


10,126










$
11.05



12/30/2015Matthew P. Lawlor(4)


15,903










$
11.05



1/1/2013Matthew P. Lawlor(4)


15,944



7,972






$
9.7



1/16/2014Matthew P. Lawlor(4)


19,558



39,116






$
12.01



1/2/2015Matthew P. Lawlor(4)


7,877



15,752






$
10.24



2/28/2015Matthew P. Lawlor(4)






169,839






$
3.44



3/6/2016Raymond T. Crosier(5)


40,807










$
3.06



1/11/2011



83,589


$
439,678



6,620


$
34,821Raymond T. Crosier(5)


72,815










$
2.30



1/1/2012Raymond T. Crosier(5)


53,931



7,704






$
2.86



2/15/2012Raymond T. Crosier(5)


7,000










$
6.21



12/11/2013Raymond T. Crosier(5)


16,250










$
4.40



6/4/2013Raymond T. Crosier(5)


8,000










$
8.59



12/31/2014Raymond T. Crosier(5)


7,498










$
11.05



12/30/2015Raymond T. Crosier(5)


10,288










$
11.05



1/1/2013Raymond T. Crosier(5)


9,292



4,645






$
9.70



1/16/2014Raymond T. Crosier(5)


4,890



9,779






$
12.01



1/2/2015Raymond T. Crosier(5)


1,970



3,938






$
10.24



2/28/2015Raymond T. Crosier(5)






45,726






$
3.44



3/6/2016Catherine A. Graham


63,261



40,141






$
3.2



3/18/2012



65,011


$
341,958



5,407


$
28,441Catherine A. Graham


6,000










$
6.21



12/11/2013Catherine A. Graham


6,000










$
8.59



12/31/2014Catherine A. Graham


6,955










$
11.05



12/30/2015Catherine A. Graham


6,216










$
11.05



1/1/2013Catherine A. Graham


7,545



3,772






$
9.70



1/16/2014Catherine A. Graham


4,075



8,149






$
12.01



1/2/2015Catherine A. Graham


1,641



3,282






$
10.24



2/28/2015Catherine A. Graham






38,105






$
3.44



3/6/2016  22




---



##### 



(1)
    
    The following number of stock options vest on the following
    dates:  Matthew P. Lawlor(4)


Raymond T. Crosier(5)


Catherine A. GrahamNumber of Options

Vest Date


Number of Options


Vest Date


Number of Options


Vest Date92,019


1/1/2010



26,746



1/1/2010



22,190



1/1/201013,413


2/15/2010



7,704



2/15/2010



40,141



3/18/201084,047


1/1/2011



22,100



1/1/2011



18,417



1/1/201156,613


1/1/2012



15,242



1/1/2012



12,701



1/1/2012   (2)
    
    The following number of shares vest on the following dates:  Matthew P. Lawlor(4)


Raymond T. Crosier(5)


Catherine A. GrahamNumber of Shares

Vest Date


Number of Shares


Vest Date


Number of Shares


Vest Date50,821


1/1/2010



14,802



1/1/2010



12,281



1/1/201087,500


3/5/2010



47,813



3/5/2010



35,252



3/5/201046,398


1/1/2011



12,224



1/1/2011



10,187



1/1/201132,500


1/1/2012



8,750



1/1/2012



7,291



1/1/2012   (3)
    
    The following number of incentive plan shares vest on the
    following dates:  Matthew P. Lawlor(4)


Raymond T. Crosier(5)


Catherine A. GrahamNumber of Shares

Vest Date


Number of Shares


Vest Date


Number of Shares


Vest Date8,846


3/1/2010



5,155



3/1/2010



4,186



3/1/20105,860


3/1/2011



1,465



3/1/2011



1,221



3/1/2011   (4)
    
    Mr. Lawlor retired as our Chief Executive Officer on
    December 14, 2009. Mr. Lawlor resigned as our Chairman
    on January 20, 2010. Mr. Lawlors unvested stock
    and option awards were forfeited February 19, 2010.(5)
    
    Mr. Crosier was appointed as our interim Chief Executive
    Officer on December 14, 2009. Mr. Crosier resigned as
    our interim Chief Executive Officer, President and Chief
    Operating Officer on April 21, 2010.
    Mr. Crosiers unvested stock and option awards were
    forfeited on the date of resignation.  Option
    Exercises and Stock Vested
    Option Awards

Stock AwardsNumber of



Number ofShares

Value

Shares

ValueAcquired on

Realized on

Acquired on

Realized onExercise

Exercise

Vesting

VestingName

(#)

($)

(#)

($)Matthew P. Lawlor


18,750


$
57,000



43,241


$
171,244Raymond T. Crosier


16,250


$
31,688



20,509


$
78,788Catherine A. Graham


45,000


$
12,600



15,726


$
60,958   Pension
    Benefits
   23




---



##### 



Non-Qualified
    Deferred Compensation
    Change-in-Control
    Arrangements
  Potential Payments
    Upon Termination or Change in Control
  Director
    Compensation
  Series A-1
 24




---



##### 



Change inPensionValue andNonqualifiedFees Earned








Non-Equity


Deferredor Paid in


Stock


Option


Incentive Plan


Compensation


All OtherCash


Awards


Awards


Compensation


Earnings


Compensation


TotalName

($)


($)(1)


($)(2)


($)


($)


($)


($)Stephen S. Cole

$
31,500


$
41,511


$



$



$



$



$
73,011John C. Dorman

$
33,245


$
41,511


$
39,035


$



$



$



$
113,791Michael H. Heath(3)

$
6,800


$



$



$



$



$



$
6,800Edward Horowitz

$
31,745


$
39,006


$
39,035


$



$



$



$
109,786Bruce A. Jaffe

$
32,495


$
40,262


$
39,035


$



$



$



$
111,792Michael E. Leitner

$



$



$



$



$



$



$
Janey A. Place(3)

$
10,633


$



$



$



$



$



$
10,633J. Heidi Roizen(3)

$
11,550


$



$



$



$



$



$
11,550Ervin R. Shames

$
31,500


$
41,511


$



$



$



$



$
73,011Joseph J. Spalluto(4)

$
32,500


$
39,006


$



$



$



$



$
71,506William H. Washecka

$
32,750


$
42,767


$



$



$



$



$
75,517Barry D. Wessler

$
32,750


$
42,767


$



$



$



$



$
75,517     (1)
    
    The values represent the aggregate grant date fair value of
    stock awards granted in accordance with SEC rules. Generally,
    the aggregate grant date fair value is the amount that the
    Company expects to expense in its financial statements over the
    awards vesting schedule. These amounts reflect the
    Companys accounting expense and do not correspond to the
    actual value that will be realized by the named Directors. See
    our Annual Reports on
    Form 10-K
    for the years ended December 31, 2009, 2008 and 2007 for
    complete descriptions of the assumptions made in the valuation
    of the stock awards.(2)
    
    The values represent the aggregate grant date fair value of
    stock awards granted in accordance with SEC rules. Generally,
    the aggregate grant date fair value is the amount that the
    company expects to expense in its financial statements over the
    awards vesting schedule. These amounts reflect the
    companys accounting expense and do not correspond to the
    actual value that will be realized by the named Directors. See
    our Annual Reports on
    Form 10-K
    for the years ended December 31, 2009, 2008 and 2007 for
    complete descriptions of the assumptions made in the valuation
    of the option awards. The grants shown are a one-time option
    award grant for Mr. Dorman, Mr. Horowitz and
    Mr. Jaffe for being elected to serve on the Companys
    Board. All their terms began May 15, 2009.    Option AwardsName

OutstandingStephen S. Cole


22,431John C. Dorman


12,420Michael H. Heath(3)


51,963Edward A. Horowitz


12,420Bruce A. Jaffe


12,420Janey A. Place(3)


13,091J. Heidi Roizen(3)


13,091Ervin R. Shames


42,220Joseph J. Spalluto(4)


45,334William H. Washecka


27,753Barry D. Wessler


23,740  25




---



##### 



(3)
    
    Mr. Heaths, Ms. Places and
    Ms. Roizens terms expired in May of 2009.(4)
    
    Joseph J. Spalluto resigned as a member of the Board on
    January 20, 2010.  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Equity
    Compensation Plan Information
    Number of SecuritiesNumber of Securities



Remaining Available forto be Issued Upon

Weighted-Average

Future Issuance UnderExercise of

Exercise Price of

Equity Compensation PlansOutstanding Options,

Outstanding Options,

(Excluding SecuritiesWarrants and Rights

Warrants and Rights

Reflected in Column)Equity compensation plans approved by security holders


3,168,779


$
3.22



755,367Equity compensation plans not approved by security holders


1,607,675



4.82



   Security
    Ownership of Certain Beneficial Owners and Management
    Shares Beneficially OwnedName and Address**

Number

PercentClearBridge Advisors, LLC(1)


1,535,573



5.0
%620 8th Avenue
    New York, NY 10018FMR, LLC(2)


2,063,960



6.7
%82 Devonshire Street 
    Boston, MA 02109Tennenbaum Capital Partners, LLC(3)


8,432,970



23.8
%2951 28th Street, Suite 1000
    Santa Monica, CA 90405Wellington Management Company, LLP(4)


1,695,579



5.5
%75 State Street
    Boston, MA 02109 26




---



##### 



Shares Beneficially OwnedName and Address**

Number

PercentStephen S. Cole(5)


42,031



*John C. Dorman(6)


8,850



*Edward D. Horowitz(7)


8,566



*Bruce A. Jaffe(8)


8,709



*Michael E. Leitner(9)


8,432,970



23.8
%Ervin R. Shames(10)


73,020



*Joseph J. Spalluto(11)


44,846



*William H. Washecka(12)


47,611



*Barry D. Wessler(13)


60,452



*Matthew P. Lawlor(14)


1,448,046



4.7
%Raymond T. Crosier(15)


437,490



*Catherine A. Graham(16)


206,629



*All directors and executive officers serving during 2009 as a
    group (12 persons)(17)


10,819,220



30.5
%     *
    
    Represents beneficial ownership of less than 1% of the
    outstanding shares of our common stock.**
    
    Addresses are given for beneficial owners of more than 5% of the
    outstanding common stock only. The address for our directors and
    executive officers is
    c/o Online
    Resources Corporation, 4795 Meadow Wood Lane, Chantilly, VA
    20151.(1)
    
    This information is based solely on a Schedule 13G/A filed
    by ClearBridge Advisors, LLC (ClearBridge) with the
    SEC on February 12, 2010. ClearBridge, in its capacity as
    investment advisor, may be deemed the beneficial owner of these
    shares, which are owned by investment advisory client(s). To our
    knowledge no such client is known to have such right or power
    with respect to more than five percent of the common stock
    outstanding.(2)
    
    This information is based solely on a Schedule 13G filed by
    FMR, LLC with the SEC on February 16, 2010. FMR, LLC, in
    its capacity as investment advisor, may be deemed the beneficial
    owner of these shares, which are owned by investment advisory
    client(s). To our knowledge no such client is known to have such
    right or power with respect to more than five percent of the
    common stock outstanding.(3)
    
    This information is based solely on a Form 4 filed by
    Tennenbaum Capital Partners LLP (TCP) with the SEC
    on December 10, 2009. TCP may be deemed the beneficial
    owner of these shares.(4)
    
    This information is based solely on a Schedule 13G/A filed
    by Wellington Management Company LLP (Wellington)
    with the SEC on February 12, 2010. Wellington, in its
    capacity as investment advisor, may be deemed the beneficial
    owner of these shares, which are owned by investment advisory
    client(s). To our knowledge no such client is known to have such
    right or power with respect to more than five percent of the
    common stock outstanding.(5)
    
    Includes 22,431 shares issuable upon exercise of options to
    purchase common stock and 1,570 restricted stock units vesting
    on May 1, 2010.(6)
    
    Includes 4,140 shares issuable upon exercise of options to
    purchase common stock and 1,570 restricted stock units vesting
    on May 1, 2010. Mr. Dorman was elected to serve on our
    Board of Directors effective May 15, 2009.(7)
    
    Includes 4,140 shares issuable upon exercise of options to
    purchase common stock and 1,475 restricted stock units vesting
    on May 1, 2010. Mr. Horowitz was elected to serve on
    our Board of Directors effective May 15, 2009.(8)
    
    Includes 4,140 shares issuable upon exercise of options to
    purchase common stock and 1,523 restricted stock units vesting
    on May 1, 2010. Mr. Jaffe was elected to serve on our
    Board of Directors effective May 15, 2009. 27




---



##### 



(9)
    
    Mr. Leitner serves on the Board of Directors as the
    appointed designee of the holders of our
    Series A-1
    Preferred Stock for whom Tennenbaum Capital Partners serves as
    the advisor. This information is based solely on a Form 4
    filed by TCP with the SEC on December 10, 2009. He
    disclaims any beneficial ownership of these shares.(10)
    
    Includes 42,220 shares issuable upon exercise of options to
    purchase common stock and 1,570 restricted stock units vesting
    on May 1, 2010.(11)
    
    Mr. Spalluto resigned as a member of the Board on
    January 20, 2010. This information is based solely on a
    Form 4 filed February 1, 2010 and does not reflect any
    activity that may have occurred subsequent to this filing.(12)
    
    Includes 27,753 shares issuable upon exercise of options to
    purchase common stock and 1,617 restricted stock units vesting
    on May 1, 2010.(13)
    
    Includes 23,740 shares issuable upon exercise of options to
    purchase common stock and 1,617 restricted stock units vesting
    on May 1, 2010.(14)
    
    Mr. Lawlor retired as our Chief Executive Officer on
    December 14, 2009. Mr. Lawlor resigned as our Chairman
    on January 20, 2010. This information is based on
    Mr. Lawlors Form 4 filed on January 1, 2010
    and Form 5 filed on February 11, 2010 and includes
    140,473 shares issuable upon exercise of options to
    purchase common stock. Of the total shares, 11,629 shares
    are held by the Rosemary K. Lawlor Trust,
    97,229 shares are held by the Rosemary K. Lawlor
    Irrevocable Trust, 97,230 shaers are held by the Matthew P.
    Lawlor Irrevocable Trust, 8,960 shares are held by his
    mother, Mary M. Lawlor, and 200,000 shares are held as a
    GRAT. The total shares does not reflect any activity that may
    have occurred subsequent to the filings.(15)
    
    Mr. Crosier was appointed as our interim Chief Executive
    Officer on December 14, 2009. Mr. Crosier resigned as
    our interim Chief Executive Officer, President and Chief
    Operating Officer on April 21, 2010. This information is
    based on Mr. Crosiers Form 4 filed on
    April 5, 2010 and includes 267,191 shares issuable
    upon the exercised of options to purchase common stock. Of the
    total shares, 6,250 and 1,400 shares are held of record by
    Deborah Crosier (Mr. Crosiers wife) and Jennifer
    Wisdom (Mr. Crosiers daughter), respectively. The
    total shares does not reflect any activity that may have
    occurred subsequent to the filing.(16)
    
    Includes 164,024 shares issuable upon the exercise of
    options to purchase common stock.(17)
    
    Includes 700,252 shares issuable upon the exercise of
    options to purchase common stock and 10,942 restricted
    stock units vesting on May 1, 2010. See also notes 5
    through 16 above for further details concerning such options and
    restricted stock units. Includes 4,621,571 shares issuable
    upon the conversion of convertible preferred stock.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Certain
    Relationships and related Party Transactions
    Director
    Independence
   28




---



##### 



Item 14.
    Principal
    Accountant Fees and Services    2009


2008Audit fees(1)

$
1,231,342


$
1,213,295Audit related fees






Tax fees All other fees






Total

$
1,231,342


$
1,213,295     (1)
    
    Audit fees consisted of audit work performed in the preparation
    of financial statements, as well as work generally only the
    independent auditor can reasonably be expected to provide, such
    as reviews of our quarterly reports on
    Form 10-Q,
    compliance with Section 404 of the Sarbanes-Oxley Act of
    2002 and research to comply with generally accepted accounting
    principles.  Rule 2-01(c)(7)(i)(C).
      Audit and/or
  Audit-Related
  Tax
  Other Fees
   29




---



##### 



SIGNATURES
      By:
    /s/  JOHN
    C. DORMAN   Interim Chief Executive Officer
    Signature

Title

Date/s/  JOHN
    C. DORMANJohn
    C. Dorman

Interim Chief Executive Officer and Director (Principal
    Executive Officer)

April 30, 2010/s/  CATHERINE
    A. GRAHAMCatherine
    A. Graham

Executive Vice President and Chief Financial Officer (Principal
    Financial Officer)

April 30, 2010/s/  DAVID
    G. MATHEWS, IIIDavid
    G. Mathews, III

Vice President, Accounting (Principal Accounting Officer)

April 30, 2010/s/  STEPHEN
    S. COLEStephen
    S. Cole

Director

April 30, 2010/s/  EDWARD
    D. HOROWITZEdward
    D. Horowitz

Director

April 30, 2010/s/  BRUCE
    A. JAFFEBruce
    A. Jaffe

Director

April 30, 2010/s/  MICHAEL
    E. LEITNERMichael
    E. Leitner

Director

April 30, 2010/s/  ERVIN
    R. SHAMESErvin
    R. Shames

Director

April 30, 2010/s/  WILLIAM
    H. WASHECKAWilliam
    H. Washecka

Director

April 30, 2010/s/  BARRY
    D. WESSLERBarry
    D. Wessler

Director

April 30, 2010  30




---



##### 



Index to
    Exhibits
  ExhibitNumbers

Exhibits31
.1

Certificate of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act, as amended31
.2

Certificate of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act, as amended32
.1

Certificate of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, as amended  31