SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Second Amended and Restated Employment Agreement (this "Agreement") is made and entered into as of
this 10th day of June, 2003, by and between CytRx Corporation, a Delaware corporation ("Employer"), and
Steven A. Kriegsman, an individual and resident of the State of California ("Employee"), with reference to the
A. Employer and Employee previously entered into an Amended and Restated Employment Agreement, dated
May ___, 2002 (the "Original Employment Agreement"), under which Employee has served as Chief Executive
Officer of Employer since July 16, 2002 in accordance with the terms of that agreement, and Employer and
Employee have agreed that the term of the Original Employment Agreement will expire on July 15, 2003.
B. Under the terms of the Original Employment Agreement, Employee was permitted to serve as the President of
the Kriegsman Capital Group and its affiliates (collectively, "The Kriegsman Group") and to devote significant
time and attention to the operations of The Kriegsman Group.
C. Employer and Employee have agreed on the terms of a bonus to be paid by Employer to Employee for his
service under the Original Employment Agreement.
D. Employer believes that Employee has been and will continue to be an integral part of its management and is
and will continue to be responsible for developing its business.
E. Employee possesses extensive knowledge regarding Employer's business, including confidential and
proprietary information concerning marketing plans and strategy, business plans, projections, and the formulae
and models pertaining thereto, customer needs and peculiarities, finances, operations, billing methods, customer
lists and trade secrets.
F. Employer and Employee desire to enter into a new employment agreement under which Employee shall serve
on a full-time basis as Employer's Chief Executive Officer on the terms set forth in this Agreement, with the term
of this new employment agre