8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2006

NitroMed, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50439	22-3159793
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

125 Spring Street Lexington, Massachusetts	02421
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 266-4000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

Amendment to Executive Severance Benefit Plan

On August 16, 2006, the Compensation Committee of the Board of Directors (the “Board”) of NitroMed, Inc. (“NitroMed”) approved and adopted Amendment No. 1 (the “Plan Amendment”) to the NitroMed Executive Severance Benefit Plan (the “Plan”).  The Plan was filed as an exhibit to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and is incorporated by this reference.

Pursuant to the terms of the Plan Amendment, NitroMed executives who have been designated at the level of Vice President or higher by the Board or by the Compensation Committee of the Board, and who remain unemployed throughout and at the conclusion of the initial six month period following a covered termination of employment (during which time the following benefits are already provided pursuant to the terms of the Plan), shall be provided salary continuation and contributions to the cost of COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage pursuant to Section III of the Plan, and subject to the terms of the Plan, for an additional period of up to six months; provided that, if at any time during the additional six month period the executive becomes reemployed with another employer in a comparable position, these benefits provided pursuant to the Plan Amendment shall terminate immediately.

The description of the terms and conditions of the Plan Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment attached hereto as Exhibit 10.1 and incorporated by this reference.

Amendment to Agreements

On August 18, 2006, NitroMed entered into amendments (each an “Amendment” and collectively, the “Amendments”) with each of the following executive officers to amend the Agreements (each an “Agreement” and collectively, the “Agreements”) previously entered into between NitroMed and the executive officers that provide for the executive officers to receive severance benefits as specified in the Agreements in the event the executive officer’s employment with NitroMed is terminated under certain circumstances in connection with or subsequent to a change in control of NitroMed (as defined in the Agreements):

Name	Title
James G. Ham, III	Vice President, Finance
Jane A. Kramer	Vice President, Corporate Communications
William “B.J.” Jones	Vice President, Marketing

The form of Agreement and a schedule of the executive officers who executed Agreements was filed as an exhibit to NitroMed’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and is incorporated by this reference.  Mr. Jones was not an executive officer of NitroMed at the time the Form 10-Q was filed, and accordingly his name does not appear on the schedule filed as part of the exhibit thereto.

The Amendments provide for the following revisions to the Agreements:

·an increase from six to twelve months for the period after the date of termination (as defined in the Agreements) during which the executive officer will be entitled to the continuation of benefits, as specified in the Agreements; and

·if the executive officer remains unemployed throughout and at the conclusion of the six month period immediately following the date of termination, NitroMed shall pay to the executive officer in cash in advance on a monthly basis, for up to six months following the six-month anniversary of the date of termination, an amount equal to 1/12 of the executive officer’s highest annual base salary during the two-year period prior to the change in control date (as defined in the Agreements); provided that, if at any time during the additional six month period the executive becomes reemployed with another employer in a comparable position, the salary continuation payments shall terminate immediately.

The description of the terms and conditions of the Amendments set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment and related schedule attached hereto as Exhibit 10.2 and incorporated by this reference.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NITROMED, INC.
Date: August 22, 2006	By:	/s/ Argeris N. Karabelas, Ph.D.
		Argeris N. Karabelas, Ph.D. Interim Chief Executive Officer and Chairman

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 1 to NitroMed, Inc. Executive Severance Benefit Plan
10.2	Form of Amendment No. 1 to Agreement entered into by and between NitroMed, Inc. and certain of its executive officers, together with a schedule of such officers

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO
NITROMED, INC.
EXECUTIVE SEVERANCE BENEFIT PLAN

Pursuant to Section IX, Clause 7 of the NitroMed, Inc. Executive Severance Benefit Plan (the “Plan”), the Plan be, and hereby is, amended as set forth below.  Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.

1.             Section III, Clause 1 of the Plan is hereby deleted in its entirety and the following is substituted in its place:

“1.salary continuation at the Participant’s base rate of pay (as in effect immediately prior to termination, exclusive of any bonuses, commissions, overtime pay, or other extra forms of compensation and less applicable taxes and withholdings) (the “Severance Pay”); provided that, if the Company determines it necessary in order to ensure compliance with Section 409A, the Severance Pay may be paid in a lump sum; and”

2.             Clause 2 of Schedule A to the Plan is hereby deleted in its entirety and the following is substituted in its place:

“2.           Executives who have been designated at the level of Vice President or higher by the NitroMed Board of Directors or its Compensation Committee shall be provided salary continuation and contributions to the cost of COBRA coverage pursuant to Section III of the Plan, and subject to the terms of the Plan, for a period of six (6) months from a covered termination of employment.  If such an executive remains unemployed throughout and at the conclusion of the initial six month period referenced in the preceding sentence, such executive shall be provided salary continuation and contributions to the cost of COBRA coverage pursuant to Section III of the Plan, and subject to the terms of the Plan, for up to an additional period of six (6) months; provided, however, that if at any time during such additional six month period such executive becomes reemployed with another employer in a comparable position, the benefits provided pursuant to this paragraph shall terminate immediately.”

3.             Except as herein provided, all other terms and conditions of the Plan remain unchanged and in full force and effect.

NITROMED, INC.

By:	/s/ Kenneth M. Bate
Name:	Kenneth M. Bate
Title:	Chief Financial Officer, Chief Operating Officer,
	Treasurer and Secretary

EX-10.2

Exhibit 10.2

NITROMED, INC.

Amendment No. 1 to Agreement

This Amendment No. 1 to Agreement (the “Amendment”), by and between NitroMed, Inc., a Delaware corporation (the “Company”), and                      (the “Employee”), is made as of the date set forth below and amends that certain Agreement, dated April    , 2006, by and between the Company and the Employee (the “Agreement”).

Pursuant to Section 7.9 of the Agreement, the Agreement be, and hereby is, amended as set forth below.  Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.

1.             Section 4.2(a)(i)(2) is hereby deleted in its entirety and the following is substituted in its place:

“(2)         the amount equal to (A) the Employee’s highest annual base salary during the two-year period prior to the Change in Control Date (the “Benchmark Salary”) multiplied by (B) 0.5.”

2.             Section 4.2(a)(ii) of the Agreement is hereby deleted in its entirety and the following is substituted in its place:

“(ii)         for twelve (12) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Employee and the Employee’s family at least equal to those which would have been provided to them if the Employee’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Employee and his family, in effect generally at any time thereafter with respect to other peer executives of the Company; provided, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his family;”

3.             Section 4.2(a)(v) is hereby added to the Agreement as follows:

“(v)         If the Employee remains unemployed throughout and at the conclusion of the six-month period immediately following the Date of Termination, the Company shall pay to the Employee in cash, in advance on a monthly basis, for up to six (6) months following the six-month anniversary of the Date of Termination (the “Additional Period”), an amount equal to 1/12 of the Benchmark Salary; provided, however, that if at any time during the Additional Period the Employee becomes reemployed with another employer in a comparable position, the salary continuation payments provided pursuant to this paragraph shall terminate immediately.”

4.             Except as herein provided, all other terms and conditions of the Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year set forth below.

NITROMED, INC.

By:

Title:

[NAME OF EMPLOYEE]

Signature

Address:

Date:

2

NitroMed, Inc.

Schedule of Executive Officers Party to Form of Amendment No. 1 Attached Hereto

The executive officers of NitroMed, Inc. named below have entered into the attached form of Amendment No. 1 to Agreement.  The following chart illustrates the material differences in the terms of the form of Agreement, as amended by Amendment No. 1, entered into by each such executive officer:

Name of Executive Officer	Date of Agreement	Date of Amendment No. 1	Stock Acceleration	Severance Payment	Period of Continuation of Benefits	Period of Determining Eligibility for Retiree Benefits
James G. Ham, III	4/9/06	8/18/06	50% of then outstanding stock options accelerate	50% of highest annual base salary during the two-year period prior to the change in control date (“Benchmark Salary”); if continued unemployment at conclusion of 6 month period following termination, additional monthly payments for up to six months of 1/12 of Benchmark Salary, provided not reemployed in comparable position	12 months after date of termination	6 months after date of termination
Jane A. Kramer	4/11/06	8/18/06	50% of then outstanding stock options accelerate	50% of highest annual base salary during the two-year period prior to the change in control date (“Benchmark Salary”); if continued unemployment at conclusion of 6 month period following termination, additional monthly payments for up to six months of 1/12 of Benchmark Salary, provided not reemployed in comparable position	12 months after date of termination	6 months after date of termination
William “B.J.” Jones	4/6/06	8/18/06	50% of then outstanding stock options accelerate	50% of highest annual base salary during the two-year period prior to the change in control date (“Benchmark Salary”); if continued unemployment at conclusion of 6 month period following termination, additional monthly payments for up to six months of 1/12 of Benchmark Salary, provided not reemployed in comparable position	12 months after date of termination	6 months after date of termination