X0201 4 2003-12-09 0 0001084750 NAVISITE INC NAVI 0001249723 DENNEDY JIM C/O NAVISITE, INC. 400 MINUTEMAN ROAD ANDOVER MA 01810 1 0 0 0 Stock Option (right to buy) 2.55 2003-12-09 4 A 0 50000 0 A 2013-01-27 Common Stock 50000 50000 D Stock Option (right to buy) 8.4 2003-12-09 4 A 0 10000 0 A 2013-12-09 Common Stock 10000 10000 D On January 27, 2003, Mr. Dennedy was elected to the Board of Directors of the Company. On July 10, 2003, the Company granted stock options to substantially all of its executive officers and employees. At such time, the Company did not have an existing stock option plan pursuant to which Mr. Dennedy was eligible to participate and receive an initial option grant. On December 9, 2003, the stockholders of the Company approved the Company's Amended and Restated 2003 Stock Incentive Plan. On such date, Mr. Dennedy was granted an option to purchase 50,000 shares of Common Stock under such plan. A Special Committee of the Board of Directors determined that the exercise price of such option be set at $2.55 per share, equal to the closing price of the Company's Common Stock on July 10, 2003. Option was vested and exercisable as to 10/36th of the number of shares subject to the option on the date of grant. Option vests and becomes exercisable as to 1/36th of the number of shares subject to the option on the 27th day of each month commencing December 27, 2003 until fully vested on January 27, 2006. In connection with his chairmanship of the Audit Committee of the Board of Directors, Mr. Dennedy was granted an option to purchase 10,000 shares of Common Stock. Option vests and becomes exercisable as to 1/12th of the number of shares subject to the option on each monthly anniversary date of the date of grant until fully vested on the first anniversary of the date of grant. /s/ Kevin P. Lanouette pursuant to POA 2003-12-11