Exhibit 10.14


 


MIVA, Inc.


Amended
and Restated Policy for Compensation


For
Independent Members of


The Board
of Directors


 


Amended
and Restated on December 29, 2008


 


This policy
provides a compensation program for the independent members of the board of directors
designed to adequately 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 included in this program.


 


The overall goals
of this policy are:


 


·                  To align the interests of
shareholders and directors and


 


·                  To provide value to directors for
value received.


 


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 22,100 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 2009, 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 $20,000.  The retainer shall
be paid in quarterly installments of $5,000 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 board
meeting attended in person.


 


$500 per board
meeting attended telephonically


 


Committee meetings


 


$1,000 per
committee meeting attended in person, except the audit committee chairman who
shall receive $2,000 per meeting.


 


$500 per meeting
attended telephonically, except for the audit committee chairman who shall
receive $1,000 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 and cash stipend.


 


RSU grant


 


The annual RSU
grant shall be for 8,288 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.”


 


Cash retainer


 


The cash retainer,
one-fourth (1/4) of which is to be paid at the end of each calendar quarter of
the year, shall be $15,000.


 


The RSU grant and
cash retainer 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


 


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or any cash retainer
that is not due and payable as of the date of termination of service as the chair
or vice-chair of the Board are automatically forfeited.


 


Effective Date


 


This amended
policy is effective for the calendar year 2009 and later years until further
amended.


 


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