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.