Exhibit 10.1


 


DESCRIPTION
OF THE MATERIAL TERMS OF


THE
MIVA 2009 BONUS PROGRAM


 


The MIVA 2009
Bonus Program (the “Bonus Program”) provides for the payment of cash bonuses to
employees of MIVA, Inc. (the “Company”) and its subsidiaries, including
the Company’s currently employed named executive officers (the “NEOs,” as named
in the Company’s 2008 proxy statement and anticipated to be named in the 2009
proxy statement). Bonus payouts to the NEOs under the Bonus Program are based
on achievement of adjusted EBITDA objectives for the Company for the fiscal
year ended December 31, 2009. Adjusted EBITDA is defined as EBITDA
(earnings before interest, income taxes, depreciation, and amortization) plus
non-cash compensation expense plus or minus certain identified revenues or
expenses that are not expected to recur or be representative of future ongoing
operation of the business.


 


The following
table sets forth the target bonus amounts for which an NEO is eligible under
the Bonus Program:


 


	
   

  	
   

  	
   

  	
   

  	
  Target Bonus

  	
   

  
	
  Executive Officer

  	
   

  	
  Position

  	
   

  	
  (as a % of 2009 base salary)

  	
   

  
	
  Peter Corrao

  	
   

  	
  Chief Executive Officer

  	
   

  	
  80

  	
  %

  
	
  Lowell W.
  Robinson

  	
   

  	
  Chief Financial Officer and Chief Operating Officer

  	
   

  	
  60

  	
  %

  
	
  John Pisaris

  	
   

  	
  General Counsel

  	
   

  	
  50

  	
  %

  
	
  Subhransu
  Mukherjee

  	
   

  	
  Senior Vice President MIVA Media

  	
   

  	
  50

  	
  %

  
	
  Robert Roe

  	
   

  	
  Senior Vice President MIVA Direct

  	
   

  	
  50

  	
  %

  



 


Any bonus payouts
to NEOs will be made on an annual basis. Participants in the Bonus Program,
including the NEOs, are eligible to over-achieve their target bonus based on
over-achievement of adjusted EBITDA to a maximum total payout per participant
of 200% of such participant’s target bonus. In the event of a change of
control, the adjusted EBITDA objectives will be deemed to be met for the NEOs,
and each NEO’s target bonus for the full year will be paid upon consummation of
the change of control, and in any event, no later than March 15, 2010.


 


Except for certain
executives, or as provided in a contract to the contrary, a participant’s right
to any bonus under the Bonus Program will cease upon termination of employment
for any reason, whether voluntary or involuntary. For NEOs with employment
contracts containing provisions for termination for “good reason” or
termination by the Company “without cause,” upon separation of employment for
either of those reasons, the executive will receive an amount equal to their
target bonus, pro-rated for the amount of time employed by the Company in
fiscal 2009, increased or decreased pursuant to actual performance versus
targeted performance in the Bonus Program measured as of the end of the
calendar month preceding the termination date. Any such pro-rata bonus will be
paid as soon as administratively possible following termination, and in any
event, no later than March 15, 2010.


 


The Company reserves
the right to amend or cancel the Bonus Program for any reason in its sole
discretion.