form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Earliest Event Reported): January 1, 2010
CYTRX
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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000-15327
(Commission
File Number)
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58-1642740
(I.R.S.
Employer Identification No.)
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11726
San Vicente Boulevard, Suite 650
Los
Angeles, California
(Address
of Principal Executive Offices)
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90049
(Zip
Code)
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(310)
826-5648
(Registrant’s
Telephone Number, Including Area Code)
______________________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 Entry
into a Material Definitive Agreement.
Employment Agreement with
John Y. Caloz
On
January 1, 2010, CytRx
Corporation (“we,” “us,” “CytRx” or the “Company”) entered into an
employment agreement with John Y. Caloz, under which we agree to continue to
employ Mr. Caloz as our Chief Financial Officer through December 31,
2010. Under his employment agreement, Mr. Caloz is entitled to a base
annual salary of $325,000. We agree in his employment agreement to
review Mr. Caloz’s base salary periodically, and may increase (but not decrease)
it in our sole discretion. Mr. Caloz also is eligible to receive a
bonus as determined by us in our sole discretion. In the event we
terminate Mr. Caloz’s employment without “cause” (as defined in his employment
agreement), we agree to pay him a lump-sum severance amount equal to six months’
base annual salary under his employment agreement.
Employment Agreement with
Benjamin S. Levin
On
January 1, 2010, we entered into an employment agreement with Benjamin S. Levin,
our Vice President — Legal Affairs, General Counsel and Secretary, under which
we agree to continue Mr. Levin’s employment in that capacity through December
31, 2010. Under his employment agreement, Mr. Levin is entitled to a
base annual salary of $315,000. We agree in his employment agreement
to review Mr. Levin’s base salary periodically, and may increase (but not
decrease) it in our sole discretion. Mr. Levin also is eligible to
receive a bonus as determined by us in our sole discretion. In the
event we terminate Mr. Levin’s employment without “cause” (as defined in his
employment agreement), we agree to pay him a lump-sum severance amount equal to
six months’ base annual salary under his employment agreement.
Employment Agreement with
Scott Wieland
On
January 1, 2010, we entered into an employment agreement with Scott Wieland,
under which we agree to employ Mr. Wieland as our Senior Vice President – Drug
Development, through December 31, 2010. Under his employment
agreement, Mr. Wieland is entitled to a base annual salary of
$315,000. We agree in his employment agreement to review Mr.
Wieland’s base salary periodically, and may increase (but not decrease) it in
our sole discretion. Mr. Wieland also is eligible to receive a bonus
as determined by us in our sole discretion. In the event we terminate
Mr. Wieland’s employment without “cause” (as defined in his employment
agreement), we agree to pay him a lump-sum severance amount equal to six months’
base annual salary under his employment agreement.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CYTRX
CORPORATION
By:
/s/ Steven A.
Kriegsman
Steven
A. Kriegsman
President
and Chief Executive Officer
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Dated: January
5, 2010
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