This Employment Agreement (this “ Agreement ”) is made and entered into as of September 11, 2007 (the “
Effective Date ”) by and between CytRx Corporation, a Delaware corporation (“ Employer ”), and Mitchell K.
Fogelman, an individual and resident of the State of California (“ Employee ”).
WHEREAS, Employer desires to engage Employee as an employee, and Employee is willing to be so
engaged 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 Financial Officer 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 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 Chief Executive
Officer. Employee’s services hereunder shall be rendered at Employer’s principal executive offices, except for
travel when and as required in the performance of Employee’s duties hereunder.
3. Time and Efforts . Employee shall devote all of his business time, efforts, attention and energies to
Employer’s business and to discharge his duties hereunder.
4. Term . The term (the “ Term ”) of Employee’s employment hereunder shall commence on the Effective
Date and shall expire on December 31, 2008, unless sooner terminated in accordance with Section 6. Neither
Employer nor Employee shall have any obligation to extend or renew this Agreement. In the event this Agreement
shall not be extended or renewed, Employer