Exhibit
10.5


NITROMED, INC.


2003 EMPLOYEE STOCK PURCHASE PLAN


The purpose of
this Plan is to provide eligible employees of NitroMed, Inc. (the “Company”)
and certain of its subsidiaries with opportunities to purchase shares of the
Company’s common stock, $0.01 par value (the “Common Stock”), commencing on
January 1, 2004.  Seventy Five Thousand
(75,000) shares of Common Stock in the aggregate have been approved for this
purpose.  This Plan is intended to
qualify as an “employee stock purchase plan” as defined in Section 423 of the
Internal Revenue Code of 1986, as amended (the “Code”), and the regulations
promulgated thereunder, and shall be interpreted consistent therewith.


1.                                       Administration.  The Plan will be administered by the Company’s
Board of Directors (the “Board”) or by a Committee appointed by the Board (the “Committee”).  The Board or the Committee has authority to
make rules and regulations for the administration of the Plan and its
interpretation and decisions with regard thereto shall be final and conclusive.


2.                                       Eligibility.  All employees of the Company, including
Directors who are employees, and all employees of any subsidiary of the Company
(as defined in Section 424(f) of the Code) designated by the Board or the
Committee from time to time (a “Designated Subsidiary”), are eligible to
participate in any one or more of the offerings of Options (as defined in
Section 9) to purchase Common Stock under the Plan provided that:


(a)                                  they
are customarily employed by the Company or a Designated Subsidiary for more
than 20 hours a week and for more than five months in a calendar year; and


(b)                                 they
have been employed by the Company or a Designated Subsidiary for at least six
months prior to enrolling in the Plan; and


(c)                                  they
are employees of the Company or a Designated Subsidiary on the first day of the
applicable Plan Period (as defined below).


No employee may be
granted an option hereunder if such employee, immediately after the option is
granted, owns 5% or more of the total combined voting power or value of
the stock of the Company or any subsidiary.  For purposes of the preceding sentence, the
attribution rules of Section 424(d) of the Code shall apply in determining
the stock ownership of an employee, and all stock which the employee has a
contractual right to purchase shall be treated as stock owned by the employee.


3.                                       Offerings.  The Company will make one or more offerings (“Offerings”)
to employees to purchase stock under this Plan. 
Offerings will begin each January 1 and July 1, or the first business
day thereafter (the “Offering Commencement Dates”).  Each Offering Commencement Date will begin a
six month period (a “Plan Period”) during which payroll deductions will be made
and held for the purchase of Common Stock at the end of the Plan Period.  The Board or the Committee may, at its
discretion, choose a different Plan Period of twelve (12) months or less
for subsequent Offerings.


4.                                       Participation.  An employee eligible on the Offering
Commencement Date of any Offering may participate in such Offering by
completing and forwarding a payroll deduction authorization form to the
employee’s appropriate payroll office at least ten days prior to the
applicable Offering Commencement Date. 
The form will authorize a regular payroll deduction from the













Compensation received by
the employee during the Plan Period. 
Unless an employee files a new form or withdraws from the Plan, his
deductions and purchases will continue at the same rate for future Offerings
under the Plan as long as the Plan remains in effect.  The term “Compensation” means the amount of
money reportable on the employee’s Federal Income Tax Withholding Statement,
excluding overtime, shift premium, incentive or bonus awards, allowances and
reimbursements for expenses such as relocation allowances for travel expenses,
income or gains on the exercise of Company stock options or stock appreciation
rights, and similar items, whether or not shown on the employee’s Federal
Income Tax Withholding Statement, but including, in the case of salespersons, sales
commissions to the extent determined by the Board or the Committee.


5.             Deductions.  The Company will maintain payroll deduction
accounts for all participating employees. 
With respect to any Offering made under this Plan, an employee may
authorize a payroll deduction in any dollar amount up to a maximum of 10% of
the Compensation he or she receives during the Plan Period or such shorter
period during which deductions from payroll are made.  Payroll deductions may be at the rate of 2%,
4%, 6%, 8% or 10% of Compensation with any change in compensation during the
Plan Period to result in an automatic corresponding change in the dollar amount
withheld.


6.             Deduction Changes.  An employee may decrease or discontinue his
payroll deduction once during any Plan Period, by filing a new payroll
deduction authorization form.  However,
an employee may not increase his payroll deduction during a Plan
Period.  If an employee elects to
discontinue his payroll deductions during a Plan Period, but does not elect to
withdraw his funds pursuant to Section 8 hereof, funds deducted prior to
his election to discontinue will be applied to the purchase of Common Stock on
the Exercise Date (as defined below).


7.             Interest.  Interest will not be paid on any employee
accounts, except to the extent that the Board or the Committee, in its
sole discretion, elects to credit employee accounts with interest at such per
annum rate as it may from time to time determine.


8.             Withdrawal of Funds.  An employee may at any time prior to the
close of business on the last business day in a Plan Period and for any reason
permanently draw out the balance accumulated in the employee’s account and
thereby withdraw from participation in an Offering.  Partial withdrawals are not permitted.  The employee may not begin participation
again during the remainder of the Plan Period. 
The employee may participate in any subsequent Offering in accordance
with terms and conditions established by the Board or the Committee.


9.             Purchase of Shares.  On the Offering Commencement Date of each
Plan Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option (“Option”) to purchase on the last business
day of such Plan Period (the “Exercise Date”), at the Option Price hereinafter provided
for, the largest number of whole shares of Common Stock of the Company as does
not exceed the number of shares determined by multiplying $2,083 by the number
of full months in the Offering Period and dividing the result by the closing
price (as defined below) on the Offering Commencement Date of such Plan Period.


Notwithstanding the
above, no employee may be granted an Option (as defined in Section 9)
which permits his rights to purchase Common Stock under this Plan and any other
employee stock purchase plan (as defined in Section 423(b) of the Code) of the
Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the
fair market value of such Common Stock (determined at the Offering Commencement
Date of the Plan Period) for each calendar year in which the Option is
outstanding at any time.



 2
 









The purchase price for
each share purchased will be 85% of the closing price of the Common Stock on
(i) the first business day of such Plan Period or (ii) the Exercise
Date, whichever closing price shall be less. 
Such closing price shall be (a) the closing price on any national
securities exchange on which the Common Stock is listed, (b) the closing
price of the Common Stock on the Nasdaq National Market or (c) the average
of the closing bid and asked prices in the over-the-counter-market, whichever
is applicable, as published in The Wall Street Journal.  If no sales of Common Stock were made on such
a day, the price of the Common Stock for purposes of clauses (a) and (b)
above shall be the reported price for the next preceding day on which sales
were made.


Each employee who
continues to be a participant in the Plan on the Exercise Date shall be deemed
to have exercised his Option at the Option Price on such date and shall be
deemed to have purchased from the Company the number of full shares of Common
Stock reserved for the purpose of the Plan that his accumulated payroll
deductions on such date will pay for, but not in excess of the maximum number
determined in the manner set forth above.


Any balance remaining in
an employee’s payroll deduction account at the end of a Plan Period will be
automatically refunded to the employee, except that any balance which is less
than the purchase price of one share of Common Stock will be carried forward
into the employee’s payroll deduction account for the following Offering,
unless the employee elects not to participate in the following Offering under
the Plan, in which case the balance in the employee’s account shall be
refunded.


10.           Issuance of Certificates.  Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or (in the Company’s sole discretion) in the name
of a brokerage firm, bank or other nominee holder designated by the
employee.  The Company may, in its sole
discretion and in compliance with applicable laws, authorize the use of book
entry registration of shares in lieu of issuing stock certificates.


11.           Rights on Retirement, Death or
Termination of Employment.  In the
event of a participating employee’s termination of employment prior to the last
business day of a Plan Period, no payroll deduction shall be taken from any pay
due and owing to an employee and the balance in the employee’s account shall be
paid to the employee or, in the event of the employee’s death, (a) to a
beneficiary previously designated in a revocable notice signed by the employee
(with any spousal consent required under state law) or (b) in the absence
of such a designated beneficiary, to the executor or administrator of the
employee’s estate or (c) if no such executor or administrator has been
appointed to the knowledge of the Company, to such other person(s) as the
Company may, in its discretion, designate. 
If, prior to the last business day of the Plan Period, the Designated
Subsidiary by which an employee is employed shall cease to be a subsidiary of
the Company, or if the employee is transferred to a subsidiary of the
Company that is not a Designated Subsidiary, the employee shall be deemed to
have terminated employment for the purposes of this Plan.


12.           Optionees Not Stockholders.  Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under this Plan
until such shares have been purchased by and issued to him.


13.           Rights Not Transferable.  Rights under this Plan are not transferable
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee’s lifetime only by the
employee.


14.           Application of Funds.  All funds received or held by the Company
under this Plan may be combined with other corporate funds and may be used for
any corporate purpose.



 3
 









15.           Adjustment in Case of Changes
Affecting Common Stock.  In the event
of a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, the number of shares approved for this Plan, and the
share limitation set forth in Section 9, shall be increased
proportionately, and such other adjustment shall be made as may be deemed
equitable by the Board or the Committee. 
In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Board or the
Committee to give proper effect to such event.


16.           Merger.  If the Company shall at any time merge or
consolidate with another corporation and the holders of the capital stock of
the Company immediately prior to such merger or consolidation continue to
hold at least 80% by voting power of the capital stock of the surviving
corporation (“Continuity of Control”), the holder of each Option then outstanding
will thereafter be entitled to receive at the next Exercise Date upon the
exercise of such Option for each share as to which such Option shall be
exercised the securities or property which a holder of one share of the Common
Stock was entitled to upon and at the time of such merger or consolidation, and
the Board or the Committee shall take such steps in connection with such merger
or consolidation as the Board or the Committee shall deem necessary to assure
that the provisions of Section 15 shall thereafter be applicable, as
nearly as reasonably may be, in relation to the said securities or property as
to which such holder of such Option might thereafter be entitled to receive
thereunder.


In the event of a merger
or consolidation of the Company with or into another corporation which does not
involve Continuity of Control, or of a sale of all or substantially all of the
assets of the Company while unexercised Options remain outstanding under the
Plan, (a) subject to the provisions of clauses (b) and (c), after the
effective date of such transaction, each holder of an outstanding Option shall
be entitled, upon exercise of such Option, to receive in lieu of shares of
Common Stock, shares of such stock or other securities as the holders of shares
of Common Stock received pursuant to the terms of such transaction; or
(b) all outstanding Options may be cancelled by the Board or the Committee
as of a date prior to the effective date of any such transaction and all
payroll deductions shall be paid out to the participating employees; or
(c) all outstanding Options may be cancelled by the Board or the Committee
as of the effective date of any such transaction, provided that notice of such
cancellation shall be given to each holder of an Option, and each holder of an
Option shall have the right to exercise such Option in full based on payroll
deductions then credited to his account as of a date determined by the Board or
the Committee, which date shall not be less than ten (10) days preceding
the effective date of such transaction.


17.           Amendment of the Plan.  The Board may at any time, and from time to
time, amend this Plan in any respect, except that (a) if the approval of
any such amendment by the shareholders of the Company is required by Section
423 of the Code, such amendment shall not be effected without such approval,
and (b) in no event may any amendment be made which would cause the Plan
to fail to comply with Section 423 of the Code.


18.           Insufficient Shares.  In the event that the total number of shares
of Common Stock specified in elections to be purchased under any Offering plus
the number of shares purchased under previous Offerings under this Plan exceeds
the maximum number of shares issuable under this Plan, the Board or the
Committee will allot the shares then available on a pro rata basis.


19.           Termination of the Plan.  This Plan may be terminated at any time by
the Board.  Upon termination of this Plan
all amounts in the accounts of participating employees shall be promptly
refunded.


20.           Governmental Regulations.  The Company’s obligation to sell and
deliver Common Stock under this Plan is subject to listing on a national stock
exchange or quotation on the Nasdaq 



 4
 









National Market (to the
extent the Common Stock is then so listed or quoted) and the approval of all
governmental authorities required in connection with the authorization,
issuance or sale of such stock.


21.           Governing Law.  The Plan shall be governed by Delaware law
except to the extent that such law is preempted by federal law.


22.           Issuance of Shares.  Shares may be issued upon exercise of an
Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.


23.           Notification upon Sale of Shares.  Each employee agrees, by entering the Plan,
to promptly give the Company notice of any disposition of shares purchased
under the Plan where such disposition occurs within two years after the date of
grant of the Option pursuant to which such shares were purchased.


24.           Withholding. Each employee
shall, no later than the date of the event creating the tax liability, make
provision satisfactory to the Board for payment of any taxes required by law to
be withheld in connection with any transaction related to Options granted to or
shares acquired by such employee pursuant to the Plan.  The Company may, to the extent permitted by
law, deduct any such taxes from any payment of any kind otherwise due to an
employee.


25.           Effective Date and Approval of
Shareholders.  The Plan shall take
effect on the closing of the Company’s initial public offering subject to
approval by the shareholders of the Company as required by Section 423 of
the Code, which approval must occur within twelve months of the adoption of the
Plan by the Board.


*        *       
*


Adopted
by the Board of Directors


on
August 18, 2003


Approved
by the stockholders


on
October 6, 2003



 5
 









AMENDMENT NO. 1 TO

NITROMED, INC.

2003 EMPLOYEE STOCK PURCHASE PLAN


This Amendment No. 1 (the “Amendment”) is made to the 2003 Employee
Stock Purchase Plan (the “ESPP”) of NitroMed, Inc. (the “Company”), which was
adopted by the Board of Directors of the Company on August 18, 2003 and
approved by its stockholders in October 2003.


The introductory paragraph of the ESPP be and hereby is amended such
that the second sentence of such paragraph: “Seventy Five Thousand (75,000)
shares of Common Stock in the aggregate have been approved for this purpose” is
hereby deleted.


The ESPP be and hereby is further amended to add a new section 26 which
shall read:


“26. Shares Authorized for Issuance.    One
Hundred Fifty Thousand (150,000) shares of Common Stock in the aggregate have
been approved for issuance under the ESPP. In addition, beginning on January 1,
2007 (the “Evergreen Commencement Date”) and ending on December 31, 2010 (the “Evergreen
Termination Date”) the number of shares of Common Stock authorized for issuance
under the ESPP shall automatically increase on the Evergreen Commencement Date
and on each anniversary of the Evergreen Commencement Date by the lesser of:


a)  150,000 shares; or


 


b)  a lesser amount as may be determined by the Board of
Directors.”


 


Except as herein provided, all other terms and conditions of the ESPP
remain unchanged and in full force and effect. Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings assigned to
them in the ESPP.


This Amendment was adopted by the Board of Directors of the Company on
March 7, 2006.


This Amendment was adopted by the Stockholders of the Company on May
17, 2006.



 6