Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this
“ Agreement ”) is made and entered into as of
September 11, 2007 (the “ Effective Date ”) by
and between CytRx Corporation, a Delaware corporation (“
Employer ”), and Mitchell K. Fogelman, an individual
and resident of the State of California (“ Employee
”).
WHEREAS, Employer desires to engage
Employee as an employee, and Employee is willing to be so engaged
by Employer, on the terms set forth in this Agreement.
NOW, THEREFORE, upon the above
premises, and in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as
follows.
1. Employment .
Effective as of the Effective Date, Employer shall employ Employee,
and Employee shall serve, as Employer’s Chief Financial
Officer on the terms set forth herein.
2. Duties; Place of
Employment . Employee shall perform in a professional and
business-like manner, and to the best of his ability, the duties
described on Schedule 1 to this Agreement and such
other duties as are assigned to him from time to time by
Employer’s Chief Executive Officer. Employee understands and
agrees that his duties, title and authority may be changed from
time to time in the discretion of Employer’s Chief Executive
Officer. Employee’s services hereunder shall be rendered at
Employer’s principal executive offices, except for travel
when and as required in the performance of Employee’s duties
hereunder.
3. Time and Efforts .
Employee shall devote all of his business time, efforts, attention
and energies to Employer’s business and to discharge his
duties hereunder.
4. Term . The term (the
“ Term ”) of Employee’s employment
hereunder shall commence on the Effective Date and shall expire on
December 31, 2008, unless sooner terminated in accordance with
Section 6. Neither Employer nor Employee shall have any
obligation to extend or renew this Agreement. In the event this
Agreement shall not be extended or renewed, Employer shall continue
to pay Employee his salary as provided for in Section 5.1
during the period commencing on the final date of the Term and
ending on (a) June 30, 2009 or (b) the date of
Employee’s re-employment with another employer, whichever is
earlier.
5. Compensation . As the
total consideration for Employee’s services rendered
hereunder, Employer shall pay or provide Employee the following
compensation and benefits:
5.1.
Salary . Employee shall be entitled to receive an annual
salary of Two Hundred Fifty Thousand Dollars ($250,000), payable in
24 semi-monthly
S2 -1
installments on the 15 th day and the
last day of each calendar month during the Term, with the first
such prorated installment due on September 15, 2007.
5.2.
Discretionary Bonus . Employee may be eligible for a bonus
for his services during the Term. Employee’s eligibility to
receive a bonus, any determination to award Employee such a bonus
and, if awarded, the amount thereof shall be in Employer’s
sole discretion.
5.3.
Stock Options . Employer shall grant Employee as of the
Effective Date a nonqualified stock option under Employer’s
2000 Long-Term Incentive Plan (the “ Plan ”) to
purchase 150,000 shares of Employer’s common stock (the
“ Option ”). The Option shall vest and become
exercisable in 36 equal monthly installments beginning on the
one-month anniversary of the date of grant, provided, in each case,
that Employee remains in the continuous employ of Employer through
such anniversary date. The Option shall (a) be exercisable at
an exercise price equal to $3.40 per share, (b) have a term of
ten years, and (c) be on such other terms as shall be
determined by Employer’s Board of Directors (or the
Compensation Committee of the Board) and set forth in a customary
form of stock option agreement under the Plan evidencing the
Option. Notwithstanding anything to the contrary in
Section 6.2 or other provision of this Agreement or of the
stock option agreement evidencing the Option, upon the occurrence
of a “Change in Control” (as defined in the Plan), the
Option shall thereupon vest and become exercisable as to all of the
shares covered thereby in accordance with the terms of the
Plan.
5.4.
Expense Reimbursement . Employer shall reimburse Employee
for reasonable and necessary business expenses incurred by Employee
in connection with the performance of Employee’s duties in
accordance with Employer’s usual practices and policies in
effect from time to time.
5.5.
Vacation . Employee shall be entitled to fifteen business
days of vacation each year during the Term in accordance with
California law.
5.6.
Employee Benefits . Employee shall be eligible to
participate in any medical insurance and other employee benefits
made available by Employer to all of its employees under its group
plans and employment policies in effect during the Term.
Schedule 2 hereto sets forth a summary of such plans
and policies as currently in effect. Employee acknowledges and
agrees that, any such plans or policies now or hereafter in effect
may be modified or terminated by Employer at any time in its
discretion.
5.7.
Payroll Taxes . Employer shall have the right to deduct from
the compensation and benefits due to Employee hereunder any and all
sums required for social security and withholding taxes and for any
other federal, state, or local tax or charge which may be in effect
or hereafter enacted or required as a charge on the compensation or
benefits of Employee.
6. Termination . This
Agreement may be terminated as set forth in this
Section 6.
