This Employment Agreement (this “ Agreement ”) is made and entered into as of May 4, 2009 (the “
Effective Date ”) by and between CytRx Corporation, a Delaware corporation (“ Employer ”), and Jaisim Shah,
an individual and resident of the State of California (“ Employee ”).
WHEREAS, Employer desires to employ Employee, and Employee is willing to be employed 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 Business Officer and Senior Vice President-Business Development 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 President and 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 President and Chief Executive Officer. Subject to the next succeeding sentence, Employee’s
services hereunder shall be rendered at Employer’s corporate offices in Los Angeles, California, except for travel
when and as required in the performance of Employee’s duties hereunder. Employee generally shall be required
to be physically present, and to perform his services hereunder, at Employee’s corporate headquarters not less
than five consecutive business days per month. Employee and Employer shall consult with each other from time
to time regarding the optimal scheduling of Employee’s time at Employer’s corporate offices. Except as provided
above, Employee may work remotely from h