Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with John Y. Caloz
On January 5, 2021, CytRx Corporation ("the Company") entered into a new
Employment Agreement, effective January 1, 2021, with John Y. Caloz, under which
we agree to continue to employ Mr. Caloz as our Chief Financial Officer through
December 31, 2021. Under his Employment Agreement, Mr. Caloz is entitled to a
base annual salary of $400,000. Mr. Caloz also is entitled to receive an annual
bonus as determined by us in our sole discretion. In the event we terminate Mr.
Caloz's employment without "cause" or his employment is terminated due to his
"disability" (each as defined in his Employment Agreement) or death, we have
agreed to (i) pay Mr. Caloz or his heirs or representatives, as applicable, a
lump-sum severance amount equal to six months' base annual salary (twelve
months' base annual salary if his employment is terminated without "cause"
following a "change in control" (as defined in his employment agreement)) and
(ii) continue the participation, at our cost, for a period of six months (or
twelve months if his employment is terminated without "cause" following a
"change in control") of Mr. Caloz and his dependents in our employee benefits
plan in which Mr. Caloz was participating. In the event we terminate Mr. Caloz's
employment without "cause", all of Mr. Caloz's vested stock options and any
other vested equity awards based on our securities will remain exercisable for
their full term notwithstanding the termination of his employment. In the event
his employment is terminated due to his "disability" or death, all of Mr.
Caloz's unvested stock options and other equity awards based on our securities
will immediately vest in full and all of his stock options and any other equity
awards based on our securities will remain exercisable for their full term
notwithstanding the termination of his employment.
We also agree in Mr. Caloz's employment agreement that if we do not offer to
renew or extend the employment agreement we will continue to pay Mr. Caloz's
annual salary thereunder during the period commencing on expiration of the
employment and ending on June 30, 2022 or the date he is employed by another
employer, whichever is earlier.
The foregoing description of material terms of the recent employment agreement
with Mr. Caloz does not purport to be a complete description of the terms and
provisions therein. The full text of such agreement will be filed as an exhibit
to our Annual Report on Form 10-K for the year ending December 31, 2020.
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