OFFER OF EMPLOYMENTExecutive Employment Agreement |
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Exhibit 10.1
[CYTRX LETTERHEAD]
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Dr. Scott Wieland |
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April 29, 2005 |
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27525 Puerta Real,
Suite 100-314 |
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Mission Viejo, CA 92691 |
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Dear Dr. Wieland:
On behalf of
CytRx Corporation (the “Company”), I am pleased to offer you
the position of Vice President, Clinical and Regulatory Affairs of CytRx
Corporation. Speaking for myself, as well as the other members of the
Company’s management team, we are all very impressed with your
credentials and we look forward to your future success in this position.
Your
responsibilities will be those assigned to you from time to time by your
supervisor, Dr. Jack Barber, including but not limited to those described in
Schedule 1.
You will be
paid a bi-weekly salary of $7,916.66, less all applicable deductions, which is
equivalent to a gross sum of $190,000 on an annualized basis. Your salary will
be payable pursuant to the Company’s regular payroll policy. You will
also be eligible for a discretionary bonus opportunity, payable in cash, stock
or any combination thereof. Any salary change and bonus will be determined by
the Board of Directors of the Company based upon your personal performance, the
Company’s financial performance, achieving your milestones and other
factors. The determinations of the Board of Directors of the Company with
respect to such bonus and any salary review shall be final and binding.
The Company
will provide you with the opportunity to participate in the standard benefits
plans currently available to other similarly situated employees, including
medical, dental and vision insurance, subject to any eligibility requirements
imposed by such plans. In addition, you will be entitled to two (2) weeks
vacation your first year, in addition to the Company’s standard paid
holidays, as such holidays may change from time to time.
In connection
with the commencement of your employment, the Board of Directors of the Company
will grant you an option to purchase 100,000 shares of CytRx Common Stock
(NASDAQ: CYTR) with an exercise price equal to the fair market value at the
close of business on your first day of employment. This option shall vest over
a three-year period, with one-third of the option shares vesting on each of the
first three anniversaries of the first day of your employment. Vesting will, of
course, depend on your continued employment with the Company. The option will
be a non-qualified stock option and will be subject to the terms of the
Company’s stock option plan and the Stock Option Agreement between you
and the Company, a copy of which you will be required to execute as a condition
of the grant. In addition, you will be required to comply with any Company
policies governing securities trades by Company personnel.
As an employee
of the Company, you will have access to certain Company confidential
information and you may, during the course of your employment, develop certain
information or inventions, which will become the property of the Company. As a
condition of your employment, you will be required to sign the Company’s
Confidential Information and Invention Assignment Agreement, a copy of which is
enclosed for your review and execution (the “Confidentiality Agreement”),
prior to or on your Start Date (as defined below). We wish to impress upon you
that we do not wish you to bring with you any confidential and proprietary
material of any former employer or to violate any other obligation to






