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EXHIBIT 10.1
AMENDMENT NO. 1
TO
1995 EMPLOYMENT AGREEMENT
BETWEEN
CYTRX CORPORATION
AND
XXXX X. XXXXXXX
This Amendment No. 1 ("Amendment") to Employment Agreement is made and
executed this 16th day of April, 1997, by and between CYTRX CORPORATION ("CytRx"
or the "Company"), a Delaware corporation having its principal place of business
at 000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx Xxxx/Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000, and
XXXX X. XXXXXXX ("Xx. Xxxxxxx") who currently resides at 0000 Xxxxxx Xxxxx
Xxxxx, Xxxxxx, Xxxxxxx 00000.
WHEREAS, the Company and Xx. Xxxxxxx have heretofore entered into an
amended and restated Employment Agreement, dated as of March 7, 1995 (the "1995
Agreement");
WHEREAS, the Compensation Committee of the Board of Directors of the
Company at its meeting on April 16, 1997, approved certain changes to the terms
of the 1995 Agreement, consistent with Xx. Xxxxxxx and the Company entering into
a separate Change in Control Employment Agreement (the "Change in Control
Employment Agreement") concurrently with such amendment;
WHEREAS, the Company and Xx. Xxxxxxx desire to modify the 1995
Agreement to delete the provisions therein relating to a change in control of
the Company;
NOW, THEREFORE, in consideration of the mutual covenants and promises
made in this Amendment, the parties do hereby agree as follows:
1. DELETION OF PARAGRAPH 8 "CHANGE IN CONTROL". Paragraph 8 of the 1995
Agreement be and hereby is deleted in its entirety, effective upon the execution
by the Company and Xx. Xxxxxxx of that certain Change in Control Employment
Agreement dated on or about April 16, 1997.
2. AMENDMENT TO PARAGRAPH 6(C)(4). Paragraph 6(c)(4) of the 1995 Agreement
be and hereby is amended by deleting the parenthetical phrase "(as defined in
Paragraph 8 hereof)" and substituting therefor the following "(as defined in
such warrant)".
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3. AMENDMENT TO PARAGRAPH 12(B). Paragraph 12(b) of the 1995 Agreement
be and hereby is amended by deleting the reference therein to Paragraph 8.
4. AMENDMENT TO PARAGRAPH 3(A). Paragraph 3(a) of the 1995 Agreement be
and hereby is amended by deleting the fourth sentence thereof and substituting
therefor the following: "The base salary may be increased in any year based on
Xx. Xxxxxxx'x performance, but will not be decreased."
5. EFFECT OF AMENDMENT. All provisions of the 1995 Agreement not
modified by the provisions of this Amendment shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under seal on the day and year first above written.
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Attest: CYTRX CORPORATION:
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxx
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Corporate Secretary By: Xxxxxxx X. Xxxxx
(CORPORATE SEAL) Title: Vice President - Human Resources
