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):  March 29, 2007

NITROMED, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50439	22-3159793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

45 Hayden Avenue, Suite 3000
Lexington, Massachusetts	02421
(Address of Principal Executive Offices)	(Zip Code)

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

125 Spring Street
Lexington, Massachusetts 02421
(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):

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

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 29, 2007 (the “Effective Date”), the Board of Directors of NitroMed, Inc. (“NitroMed”) elected Manuel Worcel, M.D., age 68, to serve as NitroMed’s Chief Medical Officer.

From January 2006 until the Effective Date, Dr. Worcel served as NitroMed’s Medical and Scientific Advisor, having previously served as our Chief Medical Officer from August 2003 to January 2006.  Dr. Worcel served as our President from September 1993 to August 2003, and as our Chief Executive Officer and director from July 1993 to August 1997.  From 1989 to 1993, Dr. Worcel served as Head of Cardiovascular Research and Development at Ciba Geigy Corp., a pharmaceutical company. Dr. Worcel has served as a professor at the Institut National de la Santé et de la Recherche Médicale in France and is currently a Fellow of the Hypertension Council of the American Heart Association. Dr. Worcel holds an M.D. from the University of Buenos Aires.

On the Effective Date, NitroMed entered into an employment offer letter with Dr. Worcel (the “Employment Agreement”), pursuant to which Dr. Worcel became NitroMed’s Chief Medical Officer as of the Effective Date.  The Employment Agreement specifies that Dr. Worcel’s employment by NitroMed will be at-will.  Except as otherwise set forth therein, the Employment Agreement supersedes any and all prior or contemporaneous agreements, discussions and understandings, whether written or oral, relating to the subject matter of the Employment Agreement or Dr. Worcel’s employment with NitroMed.  According to the terms of the Employment Agreement, NitroMed will pay Dr. Worcel an annual base salary of $300,000, based on 3 full time days of service per week, subject to adjustments thereafter in accordance with normal business practices.  The Employment Agreement specifies that Dr. Worcel will not be eligible to participate in NitroMed’s annual bonus incentive program.

The Employment Agreement further provides that Dr. Worcel will be eligible to participate in any and all benefit plans that NitroMed establishes and makes available to its employees from time to time, should he meet the requirements for eligibility under the plan documents governing those programs. The Employment Agreement provides that Dr. Worcel will continue to be bound by NitroMed’s Non Competition and Non Solicitation, Confidentiality and Invention and Nondisclosure Agreements previously signed by Dr. Worcel.

The Employment Agreement also provides that Dr. Worcel will be eligible to participate in NitroMed’s Executive Severance Benefit Plan (the “Plan”) at the level of Senior Vice President.  The benefits at the Senior Vice President level under the Plan consist of salary continuation and contributions to the cost of COBRA coverage, subject to the terms the Plan, for a period of twelve (12) months from the date of a covered termination of employment. 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.

A copy of the Employment Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Retention Agreement

On the Effective Date, NitroMed entered into an agreement with Dr. Worcel (the “Agreement”), pursuant to which Dr. Worcel shall receive severance benefits as specified in the Agreement in the event that Dr. Worcel’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 Agreement).  The form of the

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Agreement 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.

Pursuant to the Agreement, in the event that a change in control of NitroMed occurs during the term of the Agreement and Dr. Worcel’s employment with NitroMed is terminated within 12 months of such change in control date without cause by NitroMed or for good reason by Dr. Worcel, as defined in the Agreement, then:

·100% of the then outstanding and unexercisable options to purchase shares of NitroMed’s common stock held by Dr. Worcel will become immediately exercisable in full;

·NitroMed will pay to Dr. Worcel in a lump sum in cash within 30 days of the date of termination (i) Dr. Worcel’s base salary through the Date of Termination (as defined in the Agreement), (ii) any deferred but unpaid compensation, (iii) any accrued vacation pay and (iv) a severance payment amount equal to 1.0 multiplied by Dr. Worcel’s highest annual base salary during the two-year period prior to the change in control date;

·Dr. Worcel will be entitled to the continuation of benefits paid by NitroMed for a period of 12 months after the Date of Termination and subject to offset if a subsequent employer offers benefits on terms as favorable as those offered by NitroMed; and

·Dr. Worcel will be entitled to receive any other benefits not previously paid or provided that NitroMed is required to pay or provide, or of which Dr. Worcel is eligible, pursuant to any plan, program, policy, practice, contract or agreement of NitroMed.

In the event that, within 12 months following the change in control date, Dr. Worcel voluntarily terminates his employment with NitroMed, his employment is terminated by reason of Dr. Worcel’s death or disability, or NitroMed terminates his employment for cause, 100% of the then outstanding and unexercisable options to purchase shares of NitroMed’s common stock held by Dr. Worcel will become immediately exercisable in full and Dr. Worcel will receive, in a lump sum within 30 days after the Date of Termination, Dr. Worcel’s base salary through the Date of Termination, any deferred but unpaid compensation, any accrued vacation pay (other than with respect to a termination for cause) and any other benefits not previously paid or provided that NitroMed is required to pay or provide, or of which Dr. Worcel is eligible, pursuant to any plan, program, policy, practice, contract or agreement of NitroMed.

Dr. Worcel shall not be required to mitigate the amount of any payment or benefits provided for in the Agreement by seeking other employment or otherwise. Further, except as discussed above regarding continuation of benefits upon termination for good reason or without cause, the amount of any payment or benefits provided for in the Agreement shall not be reduced by any compensation earned by Dr. Worcel as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Dr. Worcel to NitroMed or otherwise. In addition, to the extent that any amount to be paid or provided to Dr. Worcel in connection with a separation from service pursuant to the Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and at the time of the separation from service Dr. Worcel is considered a specified employee within the meaning of Section 409A of the Code, then such payment shall not be made until the date (the “Payment Date”) that is 6 months and 1 day after such separation from service (the “Six Month Period”). All amounts which would have been paid during such Six Month Period will be paid in a lump sum on such Payment Date.

The Agreement has a term (the “Term”) commencing as of the Effective Date and continuing in effect through December 31, 2008; provided, however, that commencing on January 1, 2009 and each January 1 thereafter, the term of the Agreement will be automatically extended for additional one-year periods

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unless NitroMed gives 90 days prior written notice to Dr. Worcel that such Term will not be extended. The Agreement will expire upon the first to occur of:

·the expiration of the Term, if the change in control date (as defined in the Agreement) has not occurred during the Term;

·the termination of Dr. Worcel’s employment with NitroMed prior to the change in control date;

·the date 12 months after the change in control date, if Dr. Worcel is still employed by NitroMed on that date; or

·the fulfillment by NitroMed of certain of its obligations under the Agreement if Dr. Worcel’s employment with NitroMed terminates within 12 months following the change in control date.

In addition, NitroMed shall require any successor to all or substantially all of the business or assets of NitroMed expressly to assume and agree to perform the Agreement to the same extent that NitroMed would be required to perform them if no such succession had taken place.

Item 9.01.Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
10.1	Employment Offer Letter, dated as of March 29, 2007, between NitroMed, Inc. and Manuel Worcel, M.D.

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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: April 4, 2007	By:	/s/ James G. Ham, III
		James G. Ham, III Vice President, Chief Financial Officer, Treasurer and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment Offer Letter, dated as of March 29, 2007, between NitroMed, Inc. and Manuel Worcel, M.D.

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EX-10.1

Exhibit 10.1

March 29, 2007

Manuel Worcel, M.D.
20 Gloucester Street, Number 4
Boston, MA  02115

Dear Manuel:

It is my pleasure to extend to you this offer of your continued employment with NitroMed, Inc. (the “Company” or “NitroMed”).  On behalf of the Company, I set forth below the new terms of your employment with the Company:

1.             Effective as of March 29, 2007 (the “Effective Date”), your title will change from “Medical and Scientific Advisor” to “Chief Medical Officer.”  Your status will remain as a part time employee.  As Chief Medical Officer, you will be responsible for supporting various research, clinical and marketing efforts with the internal NitroMed team as well as with key external stakeholders, plus such other duties as may from time to time be assigned to you by the Chief Executive Officer.  As Chief Medical Officer, you will report to the Chief Executive Officer and you will serve as a member of the Executive team.  As Chief Medical Officer, you shall continue to be covered by the Company’s mandatory indemnification provisions and its D&O insurance.

2.             As of the Effective Date, your base salary will increase to the rate of $300,000 per year, based upon 3 full time days of service per week and may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company.  You will not be eligible for the annual incentive program.

3.             On and after the Effective Date, you may continue to participate in the Company health benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs.

4.             You will be entitled to illness and vacation days consistent with the standard policies of the Company for part-time employees.

5.             In accordance with the terms of your outstanding option agreements (collectively, the “Awards”), for so long as you continue to be an employee of the Company on and after the Effective Date, your currently outstanding Awards will continue to vest and become exercisable in accordance with the terms of each such Award and the applicable stock incentive plan pursuant to which such Award was made.  You may be eligible to receive such future stock options grants as the Board of Directors of the Company shall from time to time deem appropriate.

6.             Concurrent with the execution of this letter agreement, the Company will enter into a Retention Agreement with you that will provide you with the severance benefits outlined therein in the event that your employment with the Company is terminated under the circumstances described in the Retention Agreement subsequent to a change in control of the Company.  The independent members of the Company’s Board of Directors have determined that you will be eligible to participate in the Company’s Executive Severance Benefit Plan at the level of Senior Vice President.

7.             The Non Competition and Non Solicitation, Confidentiality and Invention and Nondisclosure Agreements dated December 3, 1993, July 1, 1993 and December 3, 1993, respectively, by and between you and the Company shall remain in full force and effect on and after the Effective Date.  The Company acknowledges that you may, while you are employed by the Company and/or thereafter, consult with, provide services to, be employed by or have an interest in venture and investment funds making life science investments (each, a “Venture Fund”).  It shall not be a breach of the above-referenced agreements if (a) you assign any Developments (as defined in the above-referenced agreements) or related patent rights or copyrights to a Venture Fund or any of its portfolio companies so long as such Developments do not relate to the present or planned business or research and development of the Company and were not created, made, conceived or reduced to practice in connection with (i) your service to the Company under paragraph 2 or (ii) before the Effective Date, in connection with your prior service to the Company as Chief Medical Officer or Medical and Scientific Advisor; (b) you make investments in, or serve on the board of directors of a portfolio company of a Venture Fund; or (c) any portfolio companies of a Venture Fund solicit or hire any current or former Company employees so long as you did not actively participate in such solicitation or hiring.

8.             This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both you and the Company remain free to end the employment relationship, for any reason, at any time, with or without notice.  Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company.  Except as specifically set forth in Sections 5 and 7 above, this letter supersedes all prior understandings, whether written or oral, relating to the terms of your employment, including, without limitation, (i) that certain Offer Letter dated July 29, 1993 by and between the Company and you and (ii) that certain letter agreement dated January 6, 2006 by and between the Company and you.

If this letter correctly sets forth the terms under which you will continue to be employed by the Company on and after the Effective Date, please sign the enclosed duplicate of this letter in the space provided below and return it to of the Company’s Human Resources Department.

Very truly yours,
By:	/s/ Kenneth M. Bate
Name: Kenneth M. Bate
Title: President and Chief Executive Officer

The foregoing correctly sets forth the terms of my continued employment with NitroMed.  I am not relying on any representations other than as set out above.

/s/ Manuel Worcel, M.D.	Date:	March 29, 2007
Name: Manuel Worcel, M.D.