MIVA,
Inc.

    Amended
and Restated Policy for Compensation

    For
Independent Members of

    The
Board of Directors

    


    Amended
and Restated on June 3, 2009

    


    This
policy provides a compensation program for the independent members of the board
of directors designed to compensate them for their time and
effort.  Board members who do not qualify as independent directors
under NASDAQ rules, as they are established from time to time, are not covered
by this program.  This is an annual compensation program that is being
put into effect as of July 1, 2009.  Compensation for the first
one-half of 2009 was covered by the preceding policy.  Compensation
for the second one-half of 2009 is to be covered by one-half of the annual
amounts included herein.

    


    The
overall goals of this policy are:

    


    
      	
               
      

            	
              ·

            	
              To
      align the interests of shareholders and directors
  and

            


    

    


    
      	
               
      

            	
              ·

            	
              To
      provide value to directors for value received within the current economics
      of the Company.

            


    

    


    The
program provides for equity and cash payments.  The equity payments
are in the form of Restricted Stock Units (“RSUs”).  Each RSU consists
of the right to receive one share of stock upon reaching a vesting event, a
predetermined point in time.  At the request of a board member or
pursuant to the terms of the RSU Agreement, the RSU may be settled partially in
stock and partially in cash to facilitate the payment of any tax liability
arising from settlement of the RSU.

    


    One
compensation scheme is applicable to all independent board members.  A
second scheme provides for additional compensation for the extra efforts and
responsibilities for independent directors in the positions of chair and
vice-chair of the board.

    


    General
Board Compensation

    


    For their
service on the board, independent board members are to be given an annual RSU
grant, an annual cash retainer, and cash meeting stipends for participation in
board and committee meetings.  The annual RSU grant shall be for
50,000 shares.  The RSUs will vest at the rate of one-quarter (1/4) of
the total on April 1, July 1, October 1 and January 1 following the grant
date.    If an individual becomes an independent member of
the board of directors or leaves the board after January 1 of the calendar year,
the RSU grant will be adjusted to a fractional portion based on the number of
full months in which the individual will be on the board and the denominator of
which is twelve (12).  In the case of a new board member, quarterly
vesting will be based on the relative number of months to be served in the
respective quarters of the remaining calendar year.  In the case of a
departing board member, the number of shares that will vest in the last quarter
of service will be a fraction of the number of shares that otherwise would have
vested the numerator of which will be the number of full months of service
during the quarter and the denominator of which is 3.  Any RSUs that
are unvested as of the date of termination of service as a director are
automatically forfeited.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    The
annual cash retainer that board members shall be entitled to receive is
$10,000.  The retainer shall be paid in quarterly installments of
$2,500 each at the beginning of each fiscal quarter.  This retainer
shall be prorated for new board members in the same fashion as RSUs as described
above.  Terminating board members are not to receive any quarterly
payments after termination.

    


    The cash
meeting stipends, which are to be paid at the end of each calendar quarter, are
as follows:

    


    Board
meeting

    


    $2,000
per regular or special board meeting attended in person.

    


    $250 per
regular or special board meeting attended telephonically.

    


    Periodic
optional management update calls to board members are not
compensated.

    


    Committee
meetings

    


    $1,000
per committee meeting attended in person, except the audit committee chairman
who shall receive $1,500 per meeting.

    


    $250 per
meeting attended telephonically, except for the audit committee chairman who
shall receive $500 per meeting.

    


    


    
      Chair
and Vice-Chair Compensation

    

    


    In
addition to the general board compensation, the board members holding the
position of chair and vice-chair of the board shall each be given the following
additional annual RSU grant.

    


    The
annual RSU grant shall be for 12,000 shares.  The RSUs will vest at
the rate of one-quarter (1/4) of the total on April 1, July 1, October 1 and
January 1 following the grant date and shall be subject to the forfeiture
provisions described under “General Board Compensation.”

    


    The RSU
grant for a quarter during which a board member ceases to hold the position of
chair or vice-chair, whatever the reason, shall be prorated in the same fashion
as RSUs for a departing board member as described above.  Any RSUs
that are unvested as of the date of termination of service as the chair or
vice-chair of the Board are automatically forfeited.


    
      
         


      

      
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      Effective
Date

    

    


    This
amended policy is effective for the second one-half of the year 2009 and later
years until further amended.


    
      
         


      

      
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