Filed by Bowne Pure Compliance



 





Exhibit 10.1


MIVA, Inc.

Policy for Compensation

For Independent Members of

The Board of Directors


Amended and Restated on
December 13, 2007


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 RSU grant, an annual
cash retainer, and cash meeting stipends for participation in board and
committee meetings. The RSU grant shall be for the whole number of shares that
could be purchased for $40,000 based on the closing price of the
company’s stock on the first trading day of the calendar year. The RSUs
will vest at the rate of one-quarter (1/4) of the total at the end of the
months of March, June, September, and December. The actual issuance of shares
will take place at the end of each quarter. If an individual becomes an
independent member of the board of directors or leaves the board after January
1 of a year, the RSU award dollar amount will be adjusted to a fractional
portion of the full year dollar amount the numerator of which will be the
number of 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, the
number of shares will be based on the closing stock price the last trading day
preceding the date the individual becomes a member and the 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.





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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 RSU grant
and cash stipend.


RSU grant


The RSU grant shall be
for the whole number of shares that could be purchased for $15,000 based on the
closing price of the company’s stock on the first trading day of the
calendar year. The RSUs will vest at the rate of one-fourth (1/4) of the total
at the end of each quarter of the calendar year.


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 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 2008 and later years until further amended.





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