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

Employment Agreement with Daniel Levitt, M.D., Ph.D.

On January 1, 2013, we entered into an employment agreement with Daniel Levitt, M.D., Ph.D., under which we agree to promote Dr. Levitt to the title of Executive Vice President and Chief Medical Officer, and to continue to employ him through December 31, 2013. Under his employment agreement, Dr. Levitt is entitled to a base annual salary of $525,000. We agree in his employment agreement to review Dr. Levitt's base salary periodically, and may increase (but not decrease) it in our sole discretion. Dr. Levitt also is eligible to receive a bonus of not less than $150,000. In the event we terminate Dr. Levitt'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.

On December 31, 2012, we also granted to Dr. Levitt 100,000 shares of CytRx Corporation restricted stock, of which 50,000 shares will vest on June 30, 2013, and the remaining 50,000 shares will vest over the subsequent six months, provided that Dr. Levitt remains employed by us on each such date.

Employment Agreement with John Y. Caloz

On January 1, 2013, we entered into an employment agreement with John Y. Caloz, under which we agree to continue to employ Mr. Caloz as our Chief Financial Officer through December 31, 2013. Under his employment agreement, Mr. Caloz is entitled to a base annual salary of $350,000. We agree in his employment agreement to review Mr. Caloz's base salary periodically, and may increase (but not decrease) it in our sole discretion. Mr. Caloz also is eligible to receive a bonus as determined by us in our sole discretion. In the event we terminate Mr. Caloz'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.

Employment Agreement with Benjamin S. Levin

On January 1, 2013, we entered into an employment agreement with Benjamin S. Levin, our Vice President - Legal Affairs, General Counsel and Secretary, under which we agree to continue Mr. Levin's employment in that capacity through December 31, 2013. Under his employment agreement, Mr. Levin is entitled to a base annual salary of $350,000. We agree in his employment agreement to review Mr. Levin's base salary periodically, and may increase (but not decrease) it in our sole discretion. Mr. Levin also is eligible to receive a bonus as determined by us in our sole discretion. In the event we terminate Mr. Levin'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.

Employment Agreement with Scott Wieland

On January 1, 2013, we entered into an employment agreement with Scott Wieland, under which we agree to employ Mr. Wieland as our Senior Vice President - Drug Development, through December 31, 2013. Under his employment agreement, Mr. Wieland is entitled to a base annual salary of $350,000. We agree in his employment agreement to review Mr. Wieland's base salary periodically, and may increase (but not decrease) it in our sole discretion. Mr. Wieland also is eligible to receive a bonus as determined by us in our sole discretion. In the event we terminate Mr. Wieland'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.

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