**Exhibit 10.2**

**NITROMED, INC.**

**AMENDED ANDRESTATED2003 STOCK INCENTIVE PLAN**

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# 1.                  Purpose

Thepurpose of this Amended and Restated 2003 Stock Incentive Plan (the “Plan”) ofNitroMed, Inc., a Delaware****corporation(the “Company”), is to advance the interests of the Company’s stockholders byenhancing the Company’s ability to attract, retain and motivate persons whomake (or are expected to make) important contributions to the Company byproviding such persons with equity ownership opportunities and performance-basedincentives and thereby better aligning the interests of such persons with thoseof the Company’s stockholders.  Exceptwhere the context otherwise requires, the term “Company” shall include any ofthe Company’s present or future parent or subsidiary corporations as defined inSections 424(e) or (f) of the Internal Revenue Code of 1986, as amended,and any regulations promulgated thereunder (the “Code”) and any other businessventure (including, without limitation, joint venture or limited liability company)in which the Company has a controlling interest, as determined by the Board ofDirectors of the Company (the “Board”).

# 2.                  Eligibility

Allof the Company’s employees, officers, directors, consultants and advisors areeligible to be granted options, restricted stock awards, or other stock-basedawards (each, an “Award”) under the Plan. Each person who has been granted an Award under the Plan shall be deemeda “Participant”.

# 3.                  Administration andDelegation

## (a)               Administration by Board ofDirectors.  The Planwill be administered by the Board.  TheBoard shall have authority to grant Awards and to adopt, amend and repeal suchadministrative rules, guidelines and practices relating to the Plan as it shalldeem advisable.  The Board may correctany defect, supply any omission or reconcile any inconsistency in the Plan orany Award in the manner and to the extent it shall deem expedient to carry thePlan into effect and it shall be the sole and final judge of suchexpediency.  All decisions by the Boardshall be made in the Board’s sole discretion and shall be final and binding onall persons having or claiming any interest in the Plan or in any Award.  No director or person acting pursuant to theauthority delegated by the Board shall be liable for any action or determinationrelating to or under the Plan made in good faith.

## (b)               Appointment of Committees.  To the extent permitted by applicable law,the Board may delegate any or all of its powers under the Plan to one or morecommittees 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 or the executive officersreferred to in Section 3(c) to the extent that the Board’s powers or authorityunder the Plan have been delegated to such Committee or executive officers.

## (c)               Delegation to ExecutiveOfficers.  To theextent permitted by applicable law, the Board may delegate to one or moreexecutive officers of the Company the power to grant Awards to employees 

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## or officers of the Companyor any of its present or future subsidiary corporations and to exercise suchother powers under the Plan as the Board may determine, provided that the Boardshall fix the terms of the Awards to be granted by such executive officers(including the exercise price of such Awards, which may include a formula bywhich the exercise price will be determined) and the maximum number of sharessubject to Awards that the executive officers may grant; provided further,however, that no executive officer shall be authorized to grant Awards to any“executive officer” of the Company (as defined by Rule 3b-7 under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any"officer" of the Company (as defined by Rule 16a-1 under the ExchangeAct).

# 4.                  Stock Available for Awards.  

## (a)               Number of Shares.  Subject to adjustment under Section 8, Awardsmay be made under the Plan for up to 2,500,000 shares of common stock, $0.01par value per share, of the Company (the “Common Stock”). If any Award expiresor is terminated, surrendered or canceled without having been fully exercisedor is forfeited in whole or in part (including as the result of shares ofCommon Stock subject to such Award being repurchased by the Company at theoriginal issuance price pursuant to a contractual repurchase right) or resultsin any Common Stock not being issued, the unused Common Stock covered by suchAward shall again be available for the grant of Awards under the Plan, subject,however, in the case of Incentive Stock Options, to any limitations under theCode.  Shares issued under the Plan mayconsist in whole or in part of authorized but unissued shares or treasuryshares.

## (b)               Per Participant Limit.  Subject to adjustment under Section 8, forAwards granted after the Common Stock is registered under the SecuritiesExchange Act of 1934 (the “Exchange Act”), the maximum number of shares ofCommon Stock with respect to which Awards may be granted to any Participantunder the Plan shall be 500,000 per calendar year.  The per Participant limit described in thisSection 4(b) shall be construed and applied consistently with Section 162(m) ofthe Code (“Section 162(m)”).  

# 5.                  Stock Options

## (a)               General.  The Board may grant options to purchaseCommon Stock (each, an “Option”) and determine the number of shares of CommonStock to be covered by each Option, the exercise price of each Option and theconditions and limitations applicable to the exercise of each Option, includingconditions relating to applicable federal or state securities laws, as itconsiders necessary or advisable.  AnOption which is not intended to be an Incentive Stock Option (as hereinafterdefined) shall be designated a “Nonstatutory Stock Option”.

## (b)               Incentive Stock Options.  An Option that the Board intends to be an“incentive stock option” as defined in Section 422 of the Code (an “IncentiveStock Option”) shall only be granted to employees of the Company, and any ofthe Company’s present or future parent or subsidiary corporations as defined inSections 424(e) or (f) of the Code, and any other entities the employees ofwhich are eligible to receive Incentive Stock Options under the Code, and shallbe subject to and shall be construed consistently with the requirements ofSection 422 of the Code.  The Companyshall have no liability to a Participant, or any other party, if an Option (orany part thereof) that is intended to be an Incentive Stock Option is not anIncentive Stock Option.

## (c)               Exercise Price.  The Board shall establish the exercise priceat the time each Option is granted and specify it in the applicable optionagreement.  

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## (d)               Duration of Options.  Each Option shall be exercisable at suchtimes and subject to such terms and conditions as the Board may specify in theapplicable option agreement. 

## (e)               Exercise of Option.  Options may be exercised by delivery to theCompany of a written notice of exercise signed by the proper person or by anyother form of notice (including electronic notice) approved by the Boardtogether with payment in full as specified in Section 5(f) for the number ofshares for which the Option is exercised.

## (f)                Payment Upon Exercise.  Common Stock purchased upon the exercise ofan Option granted under the Plan shall be paid for as follows:

### (1)               in cash or by check, payableto the order of the Company;

### (2)               except as the Board may, inits sole discretion, otherwise provide in an option agreement, by (i) deliveryof an irrevocable and unconditional undertaking by a creditworthy broker todeliver promptly to the Company sufficient funds to pay the exercise price andany required tax withholding or (ii) delivery by the Participant to the Companyof a copy of irrevocable and unconditional instructions to a creditworthybroker to deliver promptly to the Company cash or a check sufficient to pay theexercise price and any required tax withholding;

### (3)               when the Common Stock isregistered under the Exchange Act, by delivery of shares of Common Stock ownedby the Participant valued at their fair market value as determined by (or in amanner approved by) the Board in good faith (“Fair Market Value”), provided (i)such method of payment is then permitted under applicable law and (ii) suchCommon Stock, if acquired directly from the Company, was owned by theParticipant at least six months prior to such delivery;

### (4)               to the extent permitted bythe Board, in its sole discretion by (i) delivery of a promissory note of theParticipant to the Company on terms determined by the Board, or(ii) payment of such other lawful consideration as the Board maydetermine; or

### (5)               by any combination of theabove permitted forms of payment.

## (g)               Substitute Options.  In connection with a merger or consolidationof an entity with the Company or the acquisition by the Company of property orstock of an entity, the Board may grant Options in substitution for any optionsor other stock or stock-based awards granted by such entity or an affiliatethereof.  Substitute Options may begranted on such terms as the Board deems appropriate in the circumstances,notwithstanding any limitations on Options contained in the other sections ofthis Section 5 or in Section 2.

# 6.                  Restricted Stock

## (a)               Grants.  The Board may grant Awards entitlingrecipients to acquire shares of Common Stock, subject to the right of theCompany to repurchase all or part of such shares at their issue price or otherstated or formula price (or to require forfeiture of such shares if issued atno cost) from the recipient in the event that conditions specified by the Boardin the applicable Award are not satisfied prior to the end of the applicablerestriction period or periods established by the Board for such Award (each, a“Restricted Stock Award”).

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## (b)               Terms and Conditions.  The Board shall determine the terms andconditions of any such Restricted Stock Award, including the conditions forrepurchase (or forfeiture) and the issue price, if any. 

## (c)               Stock Certificates.  Any stock certificates issued in respect of aRestricted Stock Award shall be registered in the name of the Participant and,unless otherwise determined by the Board, deposited by the Participant,together with a stock power endorsed in blank, with the Company (or itsdesignee).  At the expiration of theapplicable restriction periods, the Company (or such designee) shall deliverthe certificates no longer subject to such restrictions to the Participant orif the Participant has died, to the beneficiary designated, in a mannerdetermined by the Board, by a Participant to receive amounts due or exerciserights of the Participant in the event of the Participant’s death (the“Designated Beneficiary”).  In theabsence of an effective designation by a Participant, Designated Beneficiaryshall mean the Participant’s estate.

# 7.                  Other Stock-Based Awards

TheBoard shall have the right to grant other Awards based upon the Common Stockhaving such terms and conditions as the Board may determine, including thegrant of shares based upon certain conditions, the grant of securitiesconvertible into Common Stock and the grant of stock appreciation rights.

# 8.                  Adjustments for Changes inCommon Stock and Certain Other Events

## (a)               Changes in Capitalization.  In the event of any stock split, reversestock split, stock dividend, recapitalization, combination of shares,reclassification of shares, spin-off or other similar change in capitalizationor event, or any distribution to holders of Common Stock other than a normalcash dividend, (i) the number and class of securities available under thisPlan, (ii) the per Participant limit set forth in Section 4(b), (iii) thenumber and class of securities and exercise price per share subject to eachoutstanding Option, (iv) the repurchase price per share subject to eachoutstanding Restricted Stock Award, and (v) the terms of each other outstandingAward shall be appropriately adjusted by the Company (or substituted Awards maybe made, if applicable) to the extent the Board shall determine, in good faith,that such an adjustment (or substitution) is necessary and appropriate.  If this Section 8(a) applies and Section 8(b)also applies to any event, Section 8(b) shall be applicable to such event, andthis Section 8(a) shall not be applicable.

## (b)               Reorganization Events

### (1)               Definition.  A “Reorganization Event” shall mean:  (a) any merger or consolidation of theCompany with or into another entity as a result of which all of the CommonStock of the Company is converted into or exchanged for the right to receivecash, securities or other property, (b) any exchange of all of the Common Stockof the Company for cash, securities or other property pursuant to a shareexchange transaction, or (c) a liquidation or dissolution of the Company.

### (2)               Consequences of aReorganization Event on Options.  Upon the occurrence of a ReorganizationEvent, or the execution by the Company of any agreement with respect to aReorganization Event, except to the extent specifically provided for in anyagreement evidencing an Option hereunder, the Board shall in its discretion,take any one or more of the following actions with respect to outstandingOptions:

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#### (a)               provide that all outstandingOptions shall be assumed, or equivalent options shall be substituted, by theacquiring or succeeding corporation (or an affiliate thereof).  For purposes hereof, an Option shall beconsidered to be assumed if, following consummation of the ReorganizationEvent, the Option confers the right to purchase, for each share of Common Stocksubject to the Option immediately prior to the consummation of theReorganization Event, the consideration (whether cash, securities or otherproperty) received as a result of the Reorganization Event by holders of CommonStock for each share of Common Stock held immediately prior to the consummationof the Reorganization Event (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority ofthe outstanding shares of Common Stock); provided, however, that if the considerationreceived as a result of the Reorganization Event is not solely common stock ofthe acquiring or succeeding corporation (or an affiliate thereof), the Companymay, with the consent of the acquiring or succeeding corporation, provide forthe consideration to be received upon the exercise of Options to consist solelyof common stock of the acquiring or succeeding corporation (or an affiliatethereof) equivalent in fair market value to the per share considerationreceived by holders of outstanding shares of Common Stock as a result of theReorganization Event;

#### (b)              upon written notice to theParticipants, provide that all then unexercised Options will become exercisablein full as of a specified time prior to the Reorganization Event and willterminate immediately prior to the consummation of such Reorganization Event,except to the extent exercised by the Participants before the consummation ofsuch Reorganization Event; or

#### (c)               in the event of aReorganization Event under the terms of which holders of Common Stock willreceive upon consummation thereof a cash payment for each share of Common Stocksurrendered pursuant to such Reorganization Event (the “Acquisition Price”),then the Board may provide that all outstanding Options shall terminate uponconsummation of such Reorganization Event and that each Participant shallreceive, in exchange therefor, a cash payment equal to the amount (if any) bywhich (A) the Acquisition Price multiplied by the number of shares of CommonStock subject to such outstanding Options (to the extent then exercisable),exceeds (B) the aggregate exercise price of such Options.

### (3)               Consequences of aReorganization Event on Restricted Stock Awards.  Upon the occurrence of a ReorganizationEvent, except to the extent specifically provided for in any agreementevidencing a Restricted Stock Award hereunder, the repurchase and other rightsof the Company under each outstanding Restricted Stock Award shall inure to thebenefit of the Company’s successor and shall apply to the cash, securities or otherproperty which the Common Stock was converted into or exchanged 

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### for pursuant to suchReorganization Event in the same manner and to the same extent as they appliedto the Common Stock subject to such Restricted Stock Award.

### (4)               Consequences of a ReorganizationEvent on Other Awards.  TheBoard shall specify the effect of a Reorganization Event on any other Awardgranted under the Plan at the time of the grant of such Award.

# 9.                  Repricing of Options.  The Board shall have the authority, at anytime and from time to time, with the consent of the affected option holders, toamend any or all outstanding options granted under the Plan to provide anoption exercise price per share which may be lower or higher than the originaloption exercise price, and/or cancel any such options and grant in substitutiontherefor new options covering the same or different numbers of shares of CommonStock having an option exercise price per share which may be lower or higherthan the exercise price of the canceled options.

# 10.              General ProvisionsApplicable to Awards

## (a)               Transferability of Awards.  Except as the Board may otherwise determineor provide in an Award, Awards shall not be sold, assigned, transferred,pledged or otherwise encumbered by the person to whom they are granted, eithervoluntarily or by operation of law, except by will or the laws of descent anddistribution, and, during the life of the Participant, shall be exercisableonly by the Participant.  References to aParticipant, to the extent relevant in the context, shall include references toauthorized transferees.  

## (b)               Documentation.  Each Award shall be evidenced in such form(written, electronic or otherwise) as the Board shall determine.  Each Award may contain terms and conditionsin addition to those set forth in the Plan.

## (c)               Board Discretion.  Except as otherwise provided by the Plan,each Award may be made alone or in addition or in relation to any otherAward.  The terms of each Award need notbe identical, and the Board need not treat Participants uniformly.

## (d)               Termination of Status.  The Board shall determine the effect on anAward of the disability, death, retirement, authorized leave of absence orother  change in the employment or otherstatus of a Participant and the extent to which, and the period during which,the Participant, the Participant’s legal representative, conservator, guardianor Designated Beneficiary may exercise rights under the Award.

## (e)               Withholding.  Each Participant shall pay to the Company, ormake provision satisfactory to the Board for payment of, any taxes required bylaw to be withheld in connection with Awards to such Participant no later thanthe date of the event creating the tax liability.  Except as the Board may otherwise provide inan Award, when the Common Stock is registered under the Exchange Act,Participants may satisfy such tax obligations in whole or in part by deliveryof shares of Common Stock, including shares retained from the Award creatingthe tax obligation, valued at their Fair Market Value; provided, however, thatthe total tax withholding where stock is being used to satisfy such taxobligations cannot exceed the Company’s minimum statutory withholdingobligations (based on minimum statutory withholding rates for federal and statetax purposes, including payroll taxes, that are applicable to such supplementaltaxable income).  The Company may, to theextent permitted by law, deduct any such tax obligations from any payment ofany kind otherwise due to a Participant.

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## (f)                Amendment of Award.  The Board may amend, modify or terminate any outstandingAward, including but not limited to, substituting therefor another Award of thesame or a different type, changing the date of exercise or realization, andconverting an Incentive Stock Option to a Nonstatutory Stock Option, providedthat the Participant’s consent to such action shall be required unless theBoard determines that the action, taking into account any related action, wouldnot materially and adversely affect the Participant.

## (g)               Conditions on Delivery ofStock.  The Company will not be obligatedto deliver any shares of Common Stock pursuant to the Plan or to removerestrictions from shares previously delivered under the Plan until (i) allconditions of the Award have been met or removed to the satisfaction of theCompany, (ii) in the opinion of the Company’s counsel, all other legalmatters in connection with the issuance and delivery of such shares have beensatisfied, including any applicable securities laws and any applicable stockexchange or stock market rules and regulations, and (iii) the Participant hasexecuted and delivered to the Company such representations or agreements as theCompany may consider appropriate to satisfy the requirements of any applicablelaws, rules or regulations.

## (h)               Acceleration.  The Board may at any time provide that anyAward shall become immediately exercisable in full or in part, free of some orall restrictions or conditions, or otherwise realizable in full or in part, asthe case may be.

## (i)                 **Deferred Delivery of Shares Issuable Pursuant to anAward****.****  The Board may, at the time any Award isgranted, provide that, at the time Common Stock would otherwise be deliveredpursuant to the Award, the Participant shall instead receive an instrumentevidencing the right to future delivery of Common Stock at such time or times,and on such conditions, as the Board shall specify.  The Board may at any time accelerate the timeat which delivery of all or any part of the Common Stock shall take place.**

# 11.              Miscellaneous

## (a)               No Right To Employment orOther Status.  No personshall have any claim or right to be granted an Award, and the grant of an Awardshall not be construed as giving a Participant the right to continuedemployment or any other relationship with the Company.  The Company expressly reserves the right atany time to dismiss or otherwise terminate its relationship with a Participantfree from any liability or claim under the Plan, except as expressly providedin the applicable Award.

## (b)               No Rights As Stockholder.  Subject to the provisions of the applicableAward, no Participant or Designated Beneficiary shall have any rights as astockholder with respect to any shares of Common Stock to be distributed withrespect to an Award until becoming the record holder of such shares.  Notwithstanding the foregoing, in the eventthe Company effects a split of the Common Stock by means of a stock dividendand the exercise price of and the number of shares subject to such Option areadjusted as of the date of the distribution of the dividend (rather than as ofthe record date for such dividend), then an optionee who exercises an Optionbetween the record date and the distribution date for such stock dividend shallbe entitled to receive, on the distribution date, the stock dividend withrespect to the shares of Common Stock acquired upon such Option exercise,notwithstanding the fact that such shares were not outstanding as of the closeof business on the record date for such stock dividend.

## (c)               Effective Date and Term ofPlan.  The Plan shall becomeeffective on the date on which it is adopted by the Board.  No Awards shall be granted under the Planafter the completion of ten years 

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## from the earlier of (i) thedate on which the Plan was adopted by the Board or (ii) the date the Plan wasapproved by the Company’s stockholders, but Awards previously granted mayextend beyond that date.

## (d)               Amendment of Plan.  The Board may amend, suspend or terminate thePlan or any portion thereof at any time, provided that to the extent requiredby Section 162(m), no Award granted to a Participant that is intended to complywith Section 162(m) after the date of such amendment shall become exercisable,realizable or vested, as applicable to such Award, unless and until suchamendment shall have been approved by the Company’s stockholders as required bySection 162(m) (including the vote required under Section 162(m)).  

## (e)               Authorization of Sub-Plans.  The Board may from time to time establish oneor more sub-plans under the Plan for purposes of satisfying applicable bluesky, securities or tax laws of various jurisdictions.  The Board shall establish such sub-plans byadopting supplements to this Plan containing (i) such limitations on theBoard’s discretion under the Plan as the Board deems necessary or desirable or(ii) such additional terms and conditions not otherwise inconsistent with thePlan as the Board shall deem necessary or desirable.  All supplements adopted by the Board shall bedeemed to be part of the Plan, but each supplement shall apply only toParticipants within the affected jurisdiction and the Company shall not berequired to provide copies of any supplement to Participants in anyjurisdiction which is not the subject of such supplement.

## (f)                Governing Law.  The provisions of the Plan and all Awardsmade hereunder shall be governed by and interpreted in accordance with the lawsof the State of Delaware, without regard to any applicable conflicts of law.

 

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*Approvedby the Board of Directors*

*     August 18, 2003*

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*Approvedby the Stockholders on*

*     October 6, 2003*

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**NITROMED, INC.**

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**AMENDMENT NO. 1 TO**

**AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN**

 

            Pursuant to Section 11(d) of theAmended and Restated 2003 Stock Incentive Plan (the “Plan”) of NitroMed, Inc.,a Delaware corporation (the “Company”), the Plan be, and hereby is, amended asset forth below.  Capitalized terms usedand not defined herein shall have the meanings ascribed to them in the Plan.

            1.         Section 4 of the Plan is hereby deletedin its entirety and the following is substituted in its place:

 

“4.        Stock Available for Awards.  

 

(a)        Number of Shares.  Subject to adjustment under Section 8, Awardsmay be made under the Plan for up to the number of shares of common stock,$0.01 par value per share, of the Company (the “Common Stock”) that is equal tothe sum of:

 

(1)        3,600,000 shares of Common Stock; plus

 

(2)        an annual increase to be added on thefirst day of each of the Company’s fiscal years during the period beginning infiscal year 2006 and ending on the second day of fiscal year 2013 equal to thelesser of (i) 1,400,000 shares of Common Stock, (ii) 4% of the outstandingshares on such date or (iii) an amount determined by the Board.

 

Ifany Award expires or is terminated, surrendered or canceled without having beenfully exercised or is forfeited in whole or in part (including as the result ofshares of Common Stock subject to such Award being repurchased by the Companyat the original issuance price pursuant to a contractual repurchase right) orresults in any Common Stock not being issued, the unused Common Stock coveredby such Award shall again be available for the grant of Awards under the Plan,subject, however, in the case of Incentive Stock Options, to any limitationsunder the Code.  Shares issued under thePlan may consist in whole or in part of authorized but unissued shares ortreasury shares.

 

(b)        Per Participant Limit.  Subject to adjustment under Section 8, forAwards granted after the Common Stock is registered under the SecuritiesExchange Act of 1934 (the “Exchange Act”), the maximum number of shares ofCommon Stock with respect to which Awards may be granted to any Participantunder the Plan shall be 500,000 per calendar year.  The per Participant limit described in thisSection 4(b) shall be construed and applied consistently with Section 162(m) ofthe Code (“Section 162(m)”).”

 

            2.         This amendment shall be effective as ofthe date approved by the stockholders of the Company.

 

Adopted by the Board of Directors on March 9, 2005

 

Approved by Stockholders on May 16, 2005

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