**Exhibit10.2**

**NITROMED, INC.EXECUTIVE SEVERANCE BENEFIT PLAN andSUMMARY PLAN DESCRIPTION**

# **Section I:****                                            Establishmentand Purpose of Plan**

The NitroMed, Inc. (the “Company”) Executive SeveranceBenefit Plan (“Plan”) is hereby established to provide severance benefits tothose categories of Company executives designated as Participants under thePlan by the Company’s Board of Directors (the “Board”) or the CompensationCommittee thereof (the “Participants”), who are terminated on or after March30, 2006 and prior to the termination of this Plan (“Covered Period”) andentitled to benefits as provided herein. The Plan is intended to be a welfare benefit plan within the meaning ofSection 3(1) of the Employee Retirement Income Security Act of 1974, as amended(“ERISA”).

# **Section II:****                                        Eligibilityfor Severance**

A Participant who is terminated during the CoveredPeriod without Cause (as defined below) is eligible to receive severancebenefits as described in Section III below (the “Severance Benefits”), exceptas otherwise provided below.  AParticipant shall not be eligible to receive the Severance Payment ifhe/she:  (1) voluntarily terminateshis/her employment; (2) refuses to accept other “Suitable Employment” (asdefined below) that is offered by the Company; (3) is terminated for “Cause”(as defined below); (4) is eligible to receive severance pursuant to aseverance provision contained in an individual offer letter (and has not agreedthat the terms of this Plan shall supercede any such provision); or (5) isterminated under circumstances governed by his/her individual writtenchange-of-control agreement.  This Planis not intended to, nor shall it, provide for any benefits in the event oftermination of employment in anticipation of, in connection with, or followinga Change in Control (as defined in the Company’s standard Change in ControlAgreement, which shall be the only source of such severance benefits).

For the purpose of this Plan:

“Cause” is determined by the Company in its solediscretion, and can include, but is not limited to, (i) any act or omission bythe employee that may have an adverse effect on the Company’s business or onthe employee’s ability to perform services for the Company, including, withoutlimitation, the commission of any crime (other than ordinary trafficviolations); or (ii) any misconduct or neglect of duties by the employee inconnection with the business or affairs of the Company, including, but notlimited to, misappropriation of Company assets, or failure to performreasonable assigned duties.****Nothingin this Plan shall be construed to provide any employee with a guarantee ofemployment and this Plan does not supersede the Company’s policy of at willemployment.

“Suitable Employment” means any position of acomparable or higher base salary****thatis located within 50 miles of the facility where the Participant performedhis/her principal duties for the Company immediately prior to termination.

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# **Section III:****                                    SeveranceBenefits**

Subject to the condition of execution of a SeveranceAgreement described in Section IV below, the Severance Benefits provided toeligible Participants who are terminated by the Company without Cause shallconsist of, for the period of time and as otherwise set forth on Schedule A:

## 1.                                       salarycontinuation at the Participant’s base rate of pay (as in effect immediatelyprior to termination, exclusive of any bonuses, commissions, overtime pay, orother extra forms of compensation and less applicable taxes and withholdings)(the “Severance Pay”); provided that the timing (although not theaggregate amount) of such salary continuation payments shall be adjusted by theCompany to the extent necessary so that all payments shall be completed nolater than the fifteenth (15th) day of the third (3rd) month of the calendaryear following the calendar year in which termination of employment occurred;and provided further that, if the Company determines it necessary inorder to ensure compliance with Section 409A, the Severance Pay may be paid ina lump sum; and

## 2.                                       contributions tothe cost of COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage onthe same basis as the Company’s contribution to Company-provided health anddental insurance coverage immediately before the Participant’s termination,except that if the employee secures new employment, the Company’s continuedcontributions toward health and dental coverage shall end when the newemployment begins.  Participants will beprovided additional information regarding COBRA continuation costs and coveragefollowing termination.

The Severance Benefits shall commence within seven (7)business days of the date on which by its terms the Severance Agreement becomesa binding agreement between the Company and the Participant.  However, notwithstanding any provision ofthis Plan to the contrary, if, at the time a Participant’s employment isterminated, the Participant is a “specified employee” within the meaning ofSection 409A(a)(2)(B)(ii) of the Code and the regulations thereunder and thePlan, then any payments under this Plan to the Participant that constitute “nonqualifieddeferred compensation” within the meaning of Section 409A of the Code shall bedelayed by a period of six (6) months and (i) all payments that would have beenmade to the Participant during such six (6) month period shall be made in alump sum in the seventh (7th) month following the date of termination and (ii)all remaining payments shall commence in the seventh (7th) month following thedate of termination.

# **Section IV:****                                   SeveranceAgreement and Release**

As a condition of receipt of a Severance Payment underthe Plan, a Participant shall be required to timely sign and return a severanceagreement and release in a form prepared by and satisfactory to, the Company(the “Severance Agreement”) and to abide by the provisions of the SeveranceAgreement.  Among other things, theSeverance Agreement shall contain a release and waiver of any claims theemployee or his/her representatives may have against the Company, its successors,affiliates and/or representatives, and shall release those entities and personsfrom any liability for such claims including, but not limited to, allemployment 

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discrimination claims. Participants are entitled and advised to consult an attorney of theirown choosing prior to signing the Severance Agreement.

The Severance Agreement must be signed and returned tothe Company within seven (7) days from the date it is received (at which timeit shall become a binding and irrevocable agreement between the Participant andthe Company), except as otherwise provided below.  Exceptions to this requirement are:

#### A.                                   Participants40 or older on the date they receive the Severance Agreement and who areterminated pursuant to a group layoff shall have forty-five (45) days toreview, sign and return the Severance Agreement.

#### B.                                     Participants40 or older on the date they receive the Severance Agreement and who are notterminated pursuant to a group layoff shall have twenty-one (21) days toreview, sign and return the Severance Agreement.

#### C.                                     Inaddition, all Participants 40 or older on the date they receive the SeveranceAgreement shall have seven (7) days to revoke the Severance Agreement afterthey sign it.  If the Participant doesnot revoke the Severance Agreement within seven (7) days of signing it, the SeveranceAgreement shall become a binding and irrevocable agreement between theParticipant and the Company.  Revocationsmust be in writing and delivered to the Plan Administrator at:

NitroMed, Inc.125 Spring StreetLexington, Massachusetts 02421

# **Section V:****                                       IncomeTax Withholding, Payroll Taxes, and Other Deductions**

The Company may withhold from any payment under thePlan: (1) any federal, state, or local income or payroll taxes required by lawto be withheld with respect to such payment; (2) such sum as the Company mayreasonably estimate is necessary to cover any taxes for which the Company maybe liable and which may be assessed with regard to such payment; and (3) suchother amounts as appropriately may be withheld under the Company’s payrollpolicies and procedures from time to time in effect (including, whereapplicable, the Participant’s contributions to the cost of COBRA continuationcoverage pursuant to Section III (2) above).

# **Section VI:****                                   Section409A**

All payments and benefits provided under this Plan areintended to either comply with or be exempt from Section 409A of the Code andthis Plan shall be administered and construed accordingly.  The Company makes no representations orwarranty and shall have no liability to any Participant or any other person ifany provisions of this Plan are determined to constitute deferred compensationsubject to Section 409A but not to satisfy the conditions of that section.

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# **Section VII:****                               PlanAdministration**

1.          PlanAdministrator.  The Plan shall beadministered by the Board.  To the extentpermitted by applicable law, the Board may delegate any or all of its powersunder the Plan to one or more committees or subcommittees of the Board (a “Committee”).  All references in the Plan to the “Board”shall mean the Board or a Committee of the Board to the extent that the Board’spowers or authority under the Plan have been delegated to such Committee.  The Board shall serve as the PlanAdministrator.  The generaladministration of the Plan and the responsibility for carrying out itsprovisions shall be vested in the Plan Administrator.  The Plan Administrator shall be the “administrator”within the meaning of Section 3(16) of ERISA and shall have all theresponsibilities and duties contained therein.

The Plan Administrator canbe contacted at the following address:

c/o SecretaryNitroMed, Inc.125 Spring StreetLexington, Massachusetts 02421

2.          Decisions,Powers and Duties.  The PlanAdministrator’s decisions and determinations (including determinations of themeaning and reference of terms used in the Plan) shall be binding on allpersons.  The Plan Administrator shall bethe Named Fiduciary for purposes of ERISA.

The Plan Administrator shall have such powers anddiscretion as are necessary to discharge its duties, including, but not limitedto, interpretation and construction of the Plan, the determination of allquestions of eligibility, participation and benefits and all other related orincidental matters, and such duties and powers of plan administration which arenot assumed from time to time by any other appropriate entity, individual orinstitution.  The Plan Administratorshall decide all such questions in its sole discretion and in accordance withthe terms of the controlling legal documents and applicable law, and itsdecision will be final and binding on the Participant, the Participant’s spouseor other dependent or beneficiary and all other interested parties.

The Plan Administrator may adopt rules and regulationsof uniform applicability in its interpretation and implementation of the Plan.

3.          Proofof Information.  The PlanAdministrator may require that each Participant or other person submit, in suchform as it shall deem reasonable and acceptable, proof of any information whichthe Plan Administrator finds necessary or desirable for the properadministration of the Plan.

4.          Recordsand Disclosures.  The PlanAdministrator shall maintain such records as are necessary to carry out theprovisions of the Plan.  The PlanAdministrator also shall make, or shall appoint one or more individualsemployed by the Company to make, all disclosures which are required by ERISAand any subsequent amendments thereto.

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5.          Mistakes.  If there has been a mistake in the amount ofa Participant’s benefits paid under the Plan, the mistake may be corrected bythe Plan Administrator or its designee when the mistake is discovered.  The mistake may be corrected in anyreasonable manner authorized by the Plan Administrator (e.g., by offsetagainst payments remaining to be paid or by payments between the Participantand the Company).  In appropriatecircumstances (as determined in the Plan Administrator’s sole discretion), thePlan Administrator may waive the making of any correction.

6.          Expenses.  All costs and expenses incurred by the Boardin administering the Plan.

7.          NoLiability.   No director shall beliable for any action or determination relating to or under the Plan made ingood faith.

8.          Integrationwith Statutory Pay or Benefits Requirements.  To the extent that any federal, state orlocal law, including, without limitation, so-called “plant closing” laws,requires the Company to give advance notice or make a payment of any kind to anemployee because of that employee’s involuntary termination due to a layoff,reduction in force, plant or facility closing, sale of business, or similarevent, the benefits provided under this Plan or the other arrangement shalleither be reduced or eliminated to avoid any duplication of payment.  The Company intends for the benefits providedunder this Plan to satisfy any and all statutory obligations which may ariseout of an employee’s involuntary termination for the foregoing reasons and thePlan Administrator shall so construe and implement the terms of the Plan.  The Plan Administrator will determine how toapply this provision, and may override other provisions of this Plan in doingso.

9.          PlanName and Type.  The name of theseverance program is the NitroMed, Inc. Executive Severance Benefit Plan.  The program is intended to constitute an “EmployeeWelfare Benefits Plan” under Department of Labor Regulation Section 2510.3-2(b)and other applicable regulations and statutes. Accordingly, benefits hereunder shall not be contingent on retirement,shall not exceed twice the annual compensation of the employee participating inthe Plan, and shall be completed within twenty-four (24) months of terminationof employment.  The program shall beconstrued and interpreted in a manner consistent with the foregoing intent.

10.    Funding.  Benefits shall be paid from the generalassets of the Company and shall not be funded by trust or otherwise.  Nothing herein shall be deemed to create atrust of any kind.

11.    Duration ofPlan.  The Plan shall continue inforce until all benefits are paid.

12.    Name andAddress of Employer.  The Plan issponsored by:

NitroMed, Inc.125 Spring StreetLexington, Massachusetts 02421

13.         ClaimsProcedure.  Any Participant whobelieves he or she is entitled to severance benefits under the Plan which arenot being paid may submit a written claim for payment to the Plan 

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                        Administrator,care of the Company’s Vice President of Human Resources. Any Participantotherwise entitled to benefits under this Plan must make such claim withinsixty (60) days of termination of employment in order to be eligible forbenefits. Any claim for benefits shall be in writing, addressed to the PlanAdministrator and must be sufficient to notify the Plan Administrator of thebenefit claimed.  If the claim of aParticipant is denied, the Plan Administrator shall within a reasonable periodof time provide a written notice of denial to the Participant.  The notice will include the specific reasonsfor denial, the provisions of the Plan on which the denial is based, and theprocedure for a review of the denied claim. Where appropriate, it will also include a description of any additionalmaterial or information necessary to complete or perfect the claim and anexplanation of why that material or information is necessary.  The Participant may request in writing a reviewof a claim denied by the Plan Administrator and may review pertinent documentsand submit issues and comments in writing to the Administrator, care of theCompany’s Vice President of Human Resources. The Plan Administrator shall provide to the Participant a writtendecision upon such request for review of a denied claim.  The decision of the Plan Administrator uponsuch review shall be final.

14.         DraftingErrors.  If, due to errors indrafting, any Plan provision does not accurately reflect its intended meaning,as demonstrated by consistent interpretations or other evidence of intent, oras determined by the Plan Administrator in its sole and exclusive judgment, theprovision shall be considered ambiguous and shall be interpreted by the PlanAdministrator and all Plan fiduciaries in a fashion consistent with its intent,as determined in the sole and exclusive judgment of the PlanAdministrator.  The Plan Administratorshall amend the Plan retroactively to cure any such ambiguity.

# **Section VIII:****                           Statementof ERISA Rights**

The following statement is required by federal law andregulations.  ERISA provides that allprogram participants shall be entitled to:

## 1.                                       Examine,without charge at the Plan Administrator’s office and at other specifiedlocations, such as work sites, all program documents, and copies of alldocuments filed by the program with the U.S. Department of Labor, such asdetailed annual reports and program descriptions.

## 2.                                       Obtaincopies of all Plan documents and the Plan information upon written request tothe Plan Administrator.  The PlanAdministrator may make a reasonable charge for copies.

## 3.                                       Receivea copy of a summary of the program’s annual financial report.  The Plan Administrator is required by law tofurnish each participant with a copy of this Summary Annual Report.

## 4.                                       Obtaina statement advising the employee whether he or she has a right to receivebenefits under the program and what benefits the employee may receive.  This statement must be requested in writingand is not required to be given more than once a year.  The Plan Administrator must provide thestatement free of charge.

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## 5.                                       Inaddition to creating rights for Plan participants, ERISA imposes duties uponthe people who are responsible for the operation of the employee benefitplan.  The people who operate the Plan,called “fiduciaries” of the program, have a duty to do so prudently and in theinterest of program participants and beneficiaries.  Employers nor any other person may fire anemployee or otherwise discriminate against an employee in any way to prevent anemployee from obtaining a benefit under the Plan or exercising the employee’srights under ERISA.

## 6.                                       Ifan employee’s claim for a benefit is denied in whole or in part, the employeemust receive a written explanation of the reason for the denial.  The employee has the right to have the PlanAdministrator review and reconsider the employee’s claim.  Under ERISA, there are steps an employee cantake to enforce the above rights.  Forinstance, if the employee requests materials from the Plan Administrator anddoes not receive them within thirty (30) days, the employee may file suit in afederal court.  In such a case, the courtmay require the Plan Administrator to provide the materials and pay theemployee up to $110 per day until you receive the materials, unless thematerials were not sent because of reasons beyond the control of the PlanAdministrator.

## 7.                                       Ifan employee’s claim for benefits is denied or ignored, in whole or in part, theemployee may file suit in a state or federal court.  If the program fiduciaries misuse the program’sfunds, or if an employee is discriminated against for asserting his or herrights, the employee may seek assistance from the U.S. Department of Labor, ormay file suit in a federal court.  Thecourt will decide who should pay court costs and legal fees.

## 8.                                       Ifan employee is successful, the court may order the person sued to pay costs andfees.  If the employee loses, the courtmay order the employee to pay these fees (for example, if the claim isfrivolous).  Employees should contact thePlan Administrator concerning questions about the program.  Employees who have any questions about thisstatement or rights under ERISA should contact the nearest area office of thePension and Welfare Benefits Administration, U.S. Department of Labor listed inyour telephone directory or the Division of Technical Assistance and Inquiries,Pension and Welfare Benefits Administration, U.S. Department of Labor, 200Constitution Avenue, N.W., Washington, D.C. 20210.

# **Section IX:****                                   MiscellaneousProvisions**

1.               NoEmployment Rights.  Nothing in thisPlan shall be construed to provide any employee with a guarantee of employmentand does not supersede the Company’s policy of at will employment.

2.               GoverningLaw.  The Plan and the rights of allpersons under the Plan shall be construed in accordance with and underapplicable provisions of ERISA, and the regulations thereunder, and the laws ofthe Commonwealth of Massachusetts (without regard to conflict of laws provisions)to the extent not preempted by federal law.

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3.               NoLimitation Upon Rights of Company. The Plan shall not affect in any way the right or power of the Companyto make adjustments, reclassifications or changes of its capital or businessstructure; to merge or consolidate; to dissolve or liquidate; or to sell ortransfer all or any part of its business or assets.

4.               EntireAgreement.  This Plan is aconsolidation, amendment, and restatement of, and supersedes any and allseverance plans or separation policies applying to employees which may havebeen in effect throughout the Company prior to the effective date of this Plan,with the exception of individual written change in control agreementsapplicable to individual executives.

5.               Severability.  In case any one or more of the provisions ofthis Plan (or part thereof) shall be held to be invalid, illegal orunenforceable in any respect, such invalidity, illegality or unenforceabilityshall not affect the other provisions hereof, and this Plan shall be construedas if such invalid, illegal or unenforceable provisions (or part thereof) neverhad been contained herein.

6.               Non-Assignability.  No right or interest of any Participant shallbe assignable or transferable in whole or in part either directly or by operationof law or otherwise, including, but not limited to, execution, levy,garnishment, attachment, pledge or bankruptcy, provided, however, that thisprovision shall not be applicable in the case of obligations of a Participantto the Company.

7.               Amendmentor Termination.  The Company reservesthe right to modify, amend or terminate the Plan in whole or in part at anytime.  Such amendment, modification ortermination shall be effected by a written instrument executed by an authorizedofficer of the Company.  However, in noevent shall such amendment, modification or termination reduce or diminish anyseverance benefits owing under the Plan for terminations of employment prior tothe date of such amendment or termination without the consent of the Participantto whom the benefits are owed.

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**SCHEDULEA**

Severance benefits shall be provided to Participantsas described in the NitroMed Executive Severance Benefit Plan (the “Plan”) andSummary Plan Description, as follows:

1.             Executives who have been designated at the level ofSenior Vice President or higher by the NitroMed Board of Directors or itsCompensation Committee shall be provided salary continuation and contributionsto the cost of COBRA coverage pursuant to Section III of the Plan, and subjectto the terms the Plan, for a period of twelve (12) months from a coveredtermination of employment.

2.             Executives who have been designated at the level of VicePresident or higher by the NitroMed Board of Directors or its CompensationCommittee shall be provided salary continuation and contributions to the costof COBRA coverage pursuant to Section III of the Plan, and subject to the termsthe Plan, for a period of six (6) months from a covered termination ofemployment.

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