Summary of the Material Terms of the MIVA, Inc. 2008 Long Term Incentive Compensation Plan
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 Companys common stock upon satisfaction of the vesting conditions. Up to 1,900,000 shares of the Companys 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 participants 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 Companys stock obtaining a pre-determined closing price for a period of time. For performance-based RSUs to vest, the Companys 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 Companys 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 participants performance-based RSUs will terminate. If the Performance Goal is met prior to June 30, 2008 and a participants 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 participants 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 participants 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 |