X0201 4 2003-12-09 0 0001084750 NAVISITE INC NAVI 0001262941 DRAKE KENNETH C/O NAVISITE INC 20 EAST 66TH STREET SUITE 2-A NEW YORK NY 10021 0 1 0 0 General Counsel and Secretary Stock Option (right to buy) 3.53 2003-12-09 4 A 0 40000 0 A 2013-10-03 Common Stock 40000 40000 D Pursuant to his employment offer letter dated July 15, 2003, Mr. Drake was offered, among other things, an option to purchase 80,000 shares of Common Stock, subject to Board approval. On October 3, 2003, Mr. Drake was granted an option to purchase 40,000 shares of Common Stock under the Company's Amended and Restated 1998 Equity Incentive Plan. 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. Drake was granted an option to purchase 40,000 shares of Common Stock under such plan. The Board of Directors determined that the exercise price of such option be set at $3.53 per share, equal to the exercise price of the option granted on October 3, 2003. Option vests and becomes exercisable as to 1/24th of the number of shares subject to the option on each monthly anniversary date of September 8, 2004 until fully vested on September 8, 2006. /s/ Kevin P. Lanouette pursuant to POA 2003-12-11