Summary of MIVA, INC. - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

2009 Long Term Incentive Compensation Program

On December 17, 2008, the Compensation Committee of the Board of Directors (the "Board") of MIVA, Inc. (the "Company") approved the MIVA, Inc. 2009 Long Term Incentive Compensation Program.

The program provides for grants of Restricted Stock Units (each an "RSU") under the MIVA, Inc. 2006 Stock Award and Incentive Plan to certain employees, including executive officers, of the Company. Under the program, 80% of the total grant to a participant will be service-based RSUs and 20% will be performance-based RSUs. Each RSU represents the right to receive one share of the Company's common stock upon satisfaction of the vesting conditions. Up to 1,300,000 shares of the Company's common stock are initially reserved for issuance and may be granted under the program.

Service-based RSUs will vest at the rate of 25% per year beginning one year from the date of grant. Except as provided below, vesting of service-based RSUs is contingent upon continued employment with the Company and, unless vested, service-based RSUs will be forfeited upon separation of employment from the Company for any reason. Service-based RSUs will immediately and fully vest in the event of a change in control of the Company as defined in the MIVA, Inc. 2006 Stock Award and Incentive Plan.

For certain participants who have employment agreements with the Company, subject to the terms of the specific employment agreements, if the person is terminated without cause or the person resigns from the Company for good reason, any unvested service-based RSUs generally will immediately and fully vest upon termination of employment. If a participant's employment with the Company is terminated due to death, any unvested service-based RSUs will not become vested due to such death.

Performance-based RSUs will vest based on the Company's stock obtaining a pre-determined closing price for a period of time. For performance-based RSUs to vest, the Company's stock must close above the target price of $1.00 per share for 10 consecutive trading days (the "Performance Goal"). However, for grants made after January 5, 2009, the target price for the Performance Goal will be the greater of $1.00 per share or 100% above the fair market value of the Company's stock on the date of grant. If the Performance Goal is met, then the performance-based RSUs will vest on the vesting day, which is the day following the achievement of the Performance Goal; provided, however, if the Performance Goal is met prior to June 30, 2009, then the vesting day will be on June 30, 2009.

Vesting of performance-based RSUs is contingent upon continued employment with the Company and, unless a participant is employed on the date the Performance Goal is met, the performance-based RSUs will terminate upon the date of termination of such participant. Also, if a participant is terminated for cause following attainment of the Performance Goal but prior to the vesting day, then such participant's performance-based RSUs will terminate. If the Performance Goal is met prior to June 30, 2009 and a participant's employment terminates other than for cause after the Performance Goal is met and prior to June 30, 2009, then the vesting day is June 30, 2009.

If there is a change in control and the Performance Goal is not met prior to the date of such change in control, then the participant's performance-based RSUs will terminate. If there is a change in control prior to June 30, 2009 but following attainment of the Performance Goal, then the participant's performance-based RSUs will vest on the date of such change in control.

On January 5, 2009, it is anticipated that the following named executive officers of the Company will receive the following RSUs under the program:

Peter Corrao, Chief Executive Officer                                  380,000
Lowell Robinson, Chief Financial Officer and Chief Operating Officer   125,000
John Pisaris, General Counsel                                          124,116
Subhransu Mukherjee, Senior Vice President MIVA Media                  100,000
Robert Roe, Senior Vice President MIVA Direct                           90,000

2009 Bonus Program

On December 17, 2008, the Compensation Committee of the Board approved the MIVA 2009 Bonus Program (the "Bonus Program"). The material terms of the Bonus Program are attached hereto as Exhibit 10.1 and are incorporated herein by reference.

Employment Agreement Amendments

On December 23, 2008, the Company amended the following executive employment agreements primarily to revise the terms of payment upon the executive's separation from service in order to comply with Section 409A. The amendments provide that if the executive is a "specified employee" under Section 409A and no exception to Section 409A applies that would allow the executive to commence payments upon termination of employment, payments owed the executive upon termination will not commence until the earlier of six months following termination or the executive's death:

1. Executive Employment Agreement with Lowell Robinson, dated December 15, 2006, previously filed as an exhibit to Form 10-K on March 16, 2007, and incorporated herein by reference.

2. Executive Employment Agreement with John B. Pisaris, dated February 1, 2004, previously filed as an exhibit to Form 10-K on March 16, 2007, and incorporated herein by reference.

3. Executive Employment Agreement with Subhransu "Brian" Mukherjee, dated July 13, 2006, previously filed as an exhibit to Form 8-K on July 14, 2006, and incorporated herein by reference.

4. Executive Employment Agreement with Peter Corrao, dated September 6, 2005, previously filed as an exhibit to Form 10-Q on November 9, 2005, and incorporated herein by reference.

The amendments to the above executive employment agreements are filed herewith as exhibits 10.2, 10.3, 10.4, and 10.5, respectively, and are incorporated herein by reference.

Equity Plan Amendments.

On December 18, 2008, Miva, Inc. (the "Company") amended the following equity plan documents primarily to reflect the requirements of Section 409A of the Internal Revenue Code ("Section 409A"):

1. MIVA, Inc. (fka FindWhat.com, Inc.) 1999 Stock Incentive Plan, previously filed as an exhibit to Form S-8 on March 17, 2004, and incorporated herein by reference.

2. MVIA, Inc. (fka FindWhat.com, Inc.) 2004 Stock Incentive Plan, previously filed an exhibit to Form 10-Q on August 6, 2004 and incorporated herein by reference.

3. MIVA, Inc. 2006 Stock Award and Incentive Plan, previously filed as an exhibit to Form 8-K on August 22, 2006, and incorporated herein by reference.

The amendments to the above equity plans are filed herewith as exhibits 10.6, 10.7 and 10.8,

respectively, and are incorporated herein by reference.