CYTR Cytrx Corp. (MM)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement with John Y. Caloz

On January 10, 2019, we entered into a new employment agreement, effective as of January 1, 2019, with John Y. Caloz, under which we agree to continue to employ Mr. Caloz as our Chief Financial Officer through December 31, 2019. Under his employment agreement, Mr. Caloz is entitled to a base annual salary of $400,000. Mr. Caloz also is eligible to receive an annual bonus as determined by us in our sole discretion. In the event we terminate Mr. Caloz’s employment without “cause” or his employment is terminated due to his “disability” (each as defined in his employment agreement) or death, we have agreed to (i) pay Mr. Caloz or his heirs or representatives, as applicable, a lump-sum severance amount equal to six months’ base annual salary (12 months’ base annual salary if his employment is terminated without “cause” following a “change in control” (as defined in his employment agreement)) and (ii) continue the participation, at our cost, for a period of six months (or 12 months if his employment is terminated without “cause” following a “change in control”) of Mr. Caloz and his dependents in our employee benefit plans in which Mr. Caloz was participating. In the event we terminate Mr. Caloz’s employment without “cause,” all of Mr. Caloz’s vested stock options and any other vested equity awards based on our securities will remain exercisable for their full term notwithstanding the termination of his employment. In the event his employment is terminated due to his “disability” or death, all of Mr. Caloz’s unvested stock options and other equity awards based on our securities will immediately vest in full and all of his stock options and any other equity awards based on our securities will remain exercisable for their full term notwithstanding the termination of his employment.

We also agree in Mr. Caloz’s employment agreement that if we do not offer to renew or extend the employment agreement we will continue to pay Mr. Caloz’s annual salary thereunder during the period commencing on expiration of his employment and ending on June 30, 2020 or the date he is employed by another employer, whichever is earlier.

The foregoing description of material terms of the recent employment agreement with Mr. Caloz does not purport to be a complete description of the terms and provisions therein. The full text of such agreement will be filed as an exhibit to our Annual Report on Form 10-K for the year ending December 31, 2018.