Exhibit 10.3


 


MIVA, INC.


 


AMENDMENT I


 


EMPLOYMENT AGREEMENT


 


WHEREAS, MIVA, Inc., successor to FindWhat.com (“Employer”)
and John B. Pisaris (“Executive”) entered into an Executive Employment
Agreement, effective February 1, 2004 (“Agreement”); and


 


WHEREAS, Section 409A of the Internal Revenue Code of
1986, as amended, was enacted in 2004, and places strict rules on the time
and form of certain payments provided under the Agreement; and


 


WHEREAS, the Employer and Executive may, by written consent
of both parties, amend the Agreement; and


 


WHEREAS, the Employer and Executive desire to amend the
Agreement to bring it into compliance with Code Section 409A so as to
avoid the imposition on Executive of excise taxes.


 


NOW THEREFORE, it is agreed, for good and valuable
consideration, the receipt of which is hereby acknowledged, that, effective January 1,
2009, that the Agreement is amended as follows:


 


1.             The last
sentence in Section 6(a) is deleted and replaced with the following:


 


For
purposes of this Section 6, ‘Termination Date’ shall mean the date on
which a ‘separation from service’ occurs, as defined in Treasury Regulation Section 1.409A-1(h).


 


2.             The following Section 6(k) is
added to the Agreement:


 


Notwithstanding
any provision in this Section 6 to the contrary, any payment that is
required by this Section 6  to be
paid in installments (including, but not limited to, Base Salary continuation
under Section 6(b)) shall be paid in two payment streams.  The first payment stream will begin as soon
as practicable after the Termination Date and end upon the earlier of (i) the
date Executive has been paid an amount equal to the lesser of two times the
dollar limit prescribed in Section 401(a)(17) of the Internal Revenue Code
of 1986, as amended (the “Code”) or (ii) the last day of the installment
period.  The second payment stream will
be equal to the amount, if any, payable to Executive during the installment
period that was not paid in the first payment stream.  This amount will commence as soon as
practicable after the day that is six months after the Termination Date and end
on the last day of the installment period. 
All other amounts payable to Executive will be paid in accordance with
the applicable provision of this Section 6; provided, 


 

















 


however,
that if Executive is a “specified employee” as defined in Section 409A of
the Code and the Company determines that any amounts to be paid to Executive
hereunder are subject to Section 409A of the Code, then the Company shall
not commence payment of such amounts until the earlier of (a) the date
that is six months after the Executive’s Termination Date or (b) the date
of the Executive’s death.  Any amount
that otherwise would have been payable but for the delay described above shall
be aggregated and paid with the first payment under this Section 6(k).


 


3.             The following
clause is added after the first sentence of the first paragraph of Section 6(e):


 


provided,
however, that such notice is given within ninety (90) days of the event that
constitutes Good Reason and the Company has not cured the condition within
thirty (30) days of receipt of such notice.” 
Additionally, consider deleting part (iv) because a change in
control is not a permitted good reason event under Section 409A of the
Code.


 


4.             Section 6(e)(iv) is
deleted from the Agreement in its entirety.


 


5.             The following
clause is deleted in its entirety from the second to last sentence of the first
paragraph of Section 8(a):


 


Unless
an alternative method of reduction is elected by Executive.


 


[Signature
block follows on next page.]


 

















 


IN WITNESS WHEREOF, Executive has hereunto set
his hand, and Employer has caused this Amendment I to be executed in its name
and on its behalf, as of the 23rd day of December 2008.


 


 


	
   

  	
  MIVA, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter A. Corrao

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive

  
	
   

  	
   

  
	
   

  	
  /s/
  John B. Pisaris

  
	
   

  	
  John
  B. Pisaris