AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (this “ Agreement ”) is made and entered into as of
May 17, 2005 by and between CytRx Corporation, a Delaware corporation (“ Employer ”), and Benjamin
Levin, an individual and resident of the State of California (“ Employee ”).
WHEREAS, Employer and Employee previously entered into an Employment Agreement dated July 15,
2004 (the “ Original Employment Agreement ”), under which Employee has served as General Counsel, Vice
President-Legal Affairs and Corporate Secretary of Employer, and Employer and Employee have agreed that the
terms of the Original Employment Agreement will expire on June 30, 2005.
WHEREAS, Employer and Employee desire to enter into a new employment agreement under which
Employee shall serve on a full-time basis as Employer’s General Counsel, Vice President-Legal Affairs and
Corporate Secretary on the terms set forth in this Agreement, with the term of this new employment agreement to
commence on July 1, 2005 (the “ Effective Date ”).
NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows.
1. Continuation and Expiration of Original Employment Agreement . Employer and Employee agree that
Employee shall continue to be employed as Employer’s General Counsel, Vice President-Legal Affairs and
Corporate Secretary under the terms of the Original Employment Agreement through June 30, 2005.
2. New Employment Agreement . Effective as of the Effective Date, Employer shall employ Employee, and
Employee shall serve, as Employer’s General Counsel, Vice President-Legal Affairs and Corporate Secretary on
the terms set forth in Sections 2 through 19 hereof, which shall constitute Employee’s new employment
agreement with Employer (the “ New Employment Agreement ”).
3. Duties; Place of Employment . Employee shall perform in a professional an