ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amendment of Consulting Agreement

On December 10, 2012, CytRx Corporation (the "company," "we," "us" or "our") entered into an amendment to our written consulting agreement with Joseph Rubinfeld, Ph.D., a director of the company, to provide for the one-time grant to Dr. Rubinfeld under our Amended and Restated 2008 Stock Incentive Plan of an option to purchase 30,000 shares of our common stock at an exercise price of $1.83 per share, which was equal to the market price of our common stock on the grant date. The option has a term of ten years and is fully vested.

Compensation of Non-Employee Directors

Also on December 10, 2012, our Board of Directors determined to modify the annual awards of stock options to our non-employee directors. Previously, in conjunction with each annual meeting of our stockholders each of our non-employee directors whose term as a director was to continue following the meeting was granted non-qualified stock options to purchase 50,000 shares of our common stock at an exercise price equal to the market value of our common stock on the grant date. Our Board has now determined to make the annual awards to our non-employee directors on or about the end of each fiscal year in conjunction with our regular annual executive compensation determinations. Accordingly, on December 10, 2012, each of our non-employee directors was granted an option to purchase 100,000 shares of our common stock at an exercise price of $1.83 per share, which was equal to the market price of our common stock on the grant date. The options have a term of ten years and are fully vested.

All future grants to non-employee directors under this program are subject to termination or modification by our Board of Directors and to the availability of sufficient stock options under our stock option plans from time to time.

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