X0201 4 2003-12-09 0 0001084750 NAVISITE INC NAVI 0001249717 RUHAN GABRIEL C/O NAVISITE, INC. 400 MINUTEMAN ROAD ANDOVER MA 01810 1 1 0 0 Chief Operating Officer Stock Option (right to buy) 2.55 2003-12-09 4 A 0 60000 0 A 2013-07-10 Common Stock 60000 60000 D On July 10, 2003, Mr. Ruhan was granted an option to purchase 40,000 shares of Common Stock under the Company's Amended and Restated 1998 Equity Incentive Plan. At such time, the Board of Directors had considered granting to Mr. Ruhan an option to purchase 100,000 shares, however, pursuant to the terms of such plan, the maximum number of shares of Common Stock subject to options granted to any optionee in the aggregate in any calendar year shall not exceed 40,000 shares. On December 9, 2003, the stockholders of the Company approved the Company's Amended and Restated 2003 Stock Incentive Plan. On such date, Mr. Ruhan was granted an option to purchase 60,000 shares of Common Stock under such plan. The Board of Directors determined that the exercise price of such option be set at $2.55 per share, equal to the exercise price of the option granted on July 10, 2003. Option vests and becomes exercisable as to 10,000 shares on July 10, 2004. Thereafter, option vests and becomes exercisable as to 2,083.33 shares on each monthly anniversary date of July 10, 2004 until fully vested on July 10, 2006. /s/ Kevin P. Lanouette pursuant to POA 2003-12-11