RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.1

MIVA, INC.

RESTRICTED STOCK UNIT AGREEMENT

               This Restricted Stock Unit Agreement (the “Agreement”) is entered into as of the date set forth above (the “Award Date”) by and between MIVA, Inc., a Delaware corporation (the “Company”), and the Participant. Defined terms not explicitly defined in this Agreement shall have the same definitions as in the Plan.

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               WHEREAS, the Company has adopted the FindWhat.com, Inc. 1999 Stock Incentive Plan (the “Plan”) administered by a committee of the Company’s Board of Directors (the “Committee”); and

               WHEREAS, pursuant to the Plan, as of the Award Date, the Company granted to Participant Restricted Stock Units as set forth above (the “RSUs”) and is executing this Agreement with Participant for the purpose of setting forth the terms and conditions of such RSUs;

               NOW, THEREFORE, in consideration of the premises and the covenants and conditions contained herein, the Company and Participant agree as follows:

      1.        Grant of Restricted Stock Units .

               The Company hereby confirms the grant of the RSUs to Participant as of the Award Date. Subject to the terms of this Agreement and the Plan, the RSUs granted under this Agreement shall vest during the period set forth in Section 2 below. As soon as administratively practicable following each Vesting Date (as defined in Section 2 below), the Company shall issue to Participant one (1) share of Stock free and clear of any restrictions for each vested RSU.

      2.        Vesting of Restricted Stock Units .

               Fifty percent (50%) of the RSUs (rounded to the nearest whole number) automatically will vest in Participant on each of the first two (2) anniversaries of the Award Date (each such anniversary being referred to in this Agreement as a “Vesting Date”) as set forth in the table below; provided, however, that no RSUs shall vest in Participant on a particular Vesting Date unless Participant has been continuously employed by the Company from the Award Date until such Vesting Date.

      3.        Termination of Employment/Change of Control .

                Except as expressly provided herein, in the event of a Termination of Employment of Participant, Participant shall forfeit any unvested RSUs. For purposes of this Agreement, a “Termination of Employment” of Participant means the effective time when the employer-employee relationship between Participant and the Company terminates for any reason whatsoever. In determining the existence of continuous employment of Participant by the Company or the existence of an employer-employee relationship between Participant and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary; and neither a transfer of Participant from the employ of the Company to the employ of a Subsidiary nor the transfer of Participant from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Participant. Notwithstanding anything herein to the contrary, in the event of: (i) a Termination of Employment of Participant by the Company or any of its Subsidiaries without Cause (as defined in Participant’s Amended and Restated Employment Agreement with the Company as of September 20, 2002 (the “Employment Agreement”)) or by Participant for Good Reason (as defined in the Employment Agreement) or (ii) a Change of Control of the Company (as defined in the Employment Agreement), any unvested RSUs granted to Participant shall immediately vest.

      4.        Adjustments Upon the Occurrence of Certain Events .

               In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, extraordinary distribution with respect to the Stock or other change in corporate structure affecting the Stock, such substitutions or adjustments shall be made in the aggregate number, kind of shares, purchase price and/or appreciation base of shares of Stock subject to the RSUs under this Agreement, as may be determined to be appropriate by the Board or the Committee, as the case may be, in its sole discretion, in order to prevent dilution or enlargement of rights; provided , however , that the number of shares covered by the RSUs shall always be a whole number.

      5.        Representations of Participant .

               Participant hereby represents and warrants to the Company as follows:

               (a)     Participant has full legal power, authority, and capacity to execute and deliver this Agreement and to perform Participant's obligations under this Agreement; and this Agreement is a valid and binding obligation of Participant, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

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               (b)      Participant is aware of the public availability on the Internet at www.sec.gov of the Company's periodic and other filings made with the United States Securities and Exchange Commission.

               (c)      Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, cancelled or terminated by the Company, in its sole discretion, at any time; provided, however, that no such amendment may be made by the Board or Committee, as the case may be, which in any material respect, impairs the rights of Participant without Participant’s consent, except for such amendments which are made to cause the Plan to qualify for the exemption provided by Rule 16b-3 or to be in compliance with the provisions of Section 162(m). The grant of RSUs represents a one-time benefit and does not create any contractual right or other right to receive RSUs or benefits in lieu of RSUs in the future.

               (d)      Participant acknowledges and agrees that Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation outside the scope of Participant’s employment contract, if any. The RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, service awards, pension, or retirement benefits or similar payments.

      6.        Representations and Warranties of the Company .

               The Company hereby represents and warrants to Participant as follows:

               (a)     The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has all requisite corporate power and authority to enter into this Agreement, to grant the RSUs to Participant, and to perform its obligations under this Agreement.

               (b)     The execution and delivery of this Agreement by the Company have been duly and validly authorized; and all necessary corporate action has been taken