EX-24 2 attachment1.htm EX-24 DOCUMENT
EXHIBIT 24

                            LIMITED POWER OF ATTORNEY

                                       FOR

                    VASCO DATA SECURITY INTERNATIONAL, INC.

                              SECTION 16(a) FILINGS

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of VASCO Data Security International, Inc. and Mark S. Hoyt,
signing singly, the undersigned's true and lawful attorney-in-fact to:

        (1)     Execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or stockholder of VASCO Data
Security International, Inc. (the "Company"), Forms 3, 4, and 5 and amendments
thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

        (2)     Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5 or amendment thereto and timely file such form with the United
States Securities and Exchange Commission (the "SEC") and any stock exchange or
similar authority; and

        (3)     Take any other action of any type whatsoever which, in the
opinion of such attorney-in-fact, may be necessary or desirable in connection
with the foregoing authority, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transaction in securities of the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 6th day of January, 2016.

                                        /s/ Jean K. Holley
                                        ----------------------------------------
                                        Jean K. Holley