Exhibit 10.5


 


MIVA, INC.


 


AMENDMENT I


 


EMPLOYMENT AGREEMENT


 


WHEREAS, MIVA, Inc. (“Employer”) and
Peter Corrao (“Executive”) entered into an Executive Employment Agreement,
effective September 6, 2005 (“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.                                     Section 2(c) is
amended and restated in its entirety to read as follows:


 


The Executive shall be based out of the Company’s New York, New York
office.  If the Company decides to move
its operations more than 50 miles from its current offices in New York, New
York, Executive shall not be required to relocate and, to the extent the
Executive cannot perform his duties hereunder as a result of such a move, his
non-performance will not constitute Cause (as defined below).


 


2.                                     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).


 


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


 


Notwithstanding any provision in this Section 6 to the contrary,
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).


 


4.                                     Section 6(e)(vi) is
amended and restated in its entirety to read as follows:


 


a relocation of the Company’s offices in New
York, New York to a location more than 50 miles from the current location.


 


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/ Lowell Robinson

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  COO and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive

  
	
   

  	
   

  
	
   

  	
  /s/ Peter A. Corrao

  
	
   

  	
  Peter Corrao