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. &
