Exhibit 10.26


 


Summary of the Material Terms of the MIVA, Inc.


2008 Long Term Incentive Compensation Plan


 


                On December 17, 2007, the
Compensation Committee of the Board of Directors (the “Board”) of MIVA, Inc.
(the “Company”) adopted the MIVA, Inc. 2008 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 1,900,000 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 $4.00 per share for 10 consecutive trading days
(the “Performance Goal”). However, for grants made after January 2, 2008,
the target price for the Performance Goal will be $2.00 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, 2008, then the vesting day
will be on June 30, 2008.


 


                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, 2008 and a participant’s employment terminates other
than for cause after the Performance Goal is met and prior to June 30,
2008, the vesting day is June 30, 2008.


 


                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, 2008 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 2, 2008, 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

  
	
  Sebastian
  Bishop, President and Chief Marketing Officer

  	
   

  	
  198,791

  
	
  Lowell
  Robinson, Chief Financial Officer and Chief Operating Officer

  	
   

  	
  125,000

  
	
  John
  Pisaris, General Counsel

  	
   

  	
  124,116