ITEM 1.01 Entry into a Material Definitive Agreement.

On May 4, 2009, we entered into an employment agreement with Jaisim Shah, under which we agreed to employ Mr. Shah through December 31, 2010 as our Chief Business Officer and Senior Vice President - Business Development. In connection with entering into the employment agreement, we granted Mr. Shah a ten-year non-qualified stock option under our 2000 Long-Term Incentive Plan to purchase up to 150,000 shares of our common stock at an exercise price of $0.41 per share, which equaled the market price of our common stock on May 4, 2009 as reported in The NASDAQ Stock Market. The option will vest ratably in 36 equal monthly installments commencing on the first monthly anniversary of the grant date and continuing on each successive monthly anniversary of the grant date until the option becomes fully vested, subject to Mr. Shah remaining in our continuous employ through such monthly vesting periods.

Under his employment agreement, Mr. Shah is entitled to a base annual salary of $300,000, plus an amount equal to 1% of upfront monies received by us from strategic partnerships, sales of assets and out-license arrangements in which he is significantly involved on our behalf. Mr. Shah also is eligible to receive an annual bonus as determined by us in our sole discretion. In the event we terminate Mr. Shah'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.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits

The following exhibit is filed as part of this report:

99.1 CytRx Corporation press release dated May 5, 2009.

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