General Counsel Employment Agreement

Exhibit 10.3 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (this " Agreement" ) is made and entered into as of June 16, 2006 by and between CytRx Corporation, a Delaware corporation (" Employer" ), and Benjamin Levin, an individual and resident of the State of California (" Employee" ). WHEREAS, Employer and Employee previously entered into an Amended and Restated Employment Agreement dated May 17, 2005 (the " Original Employment Agreement" ), under which Employee has served as General Counsel, Vice President-Legal Affairs and Corporate Secretary of Employer, and Employer and Employee have agreed that the terms of the Original Employment Agreement will expire on June 30, 2006. WHEREAS, Employer and Employee desire to enter into a new employment agreement under which Employee shall serve on a full-time basis as Employer' s General Counsel, Vice President-Legal Affairs and Corporate Secretary on the terms set forth in this Agreement, with the term of this new employment agreement to commence on July 1, 2006 (the " Effective Date" ). NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows. 1. Continuation and Expiration of Original Employment Agreement . Employer and Employee agree that Employee shall continue to be employed as Employer' s General Counsel, Vice President-Legal Affairs and Corporate Secretary under the terms of the Original Employment Agreement through June 30, 2006. 2. New Employment Agreement . Effective as of the Effective Date, Employer shall employ Employee, and Employee shall serve, as Employer' s General Counsel, Vice President-Legal Affairs and Corporate Secretary on the terms set forth in Sections 2 through 19 hereof, which shall constitute Employee' s new employment agreement with Employer (the " New Employment Agreement" ). 3. Duties; Place of Employment . Employee shall perform in a professional and business-like manner, and to the best of his ability, the duties described on Schedule 1 to this Agreement and such other duties as are assigned to him from time to time by Employer' s Chief Executive Officer. Employee understands and agrees that his duties, title and authority may be changed from time to time in the discretion of Employer' s Chief Executive Officer. Employee' s services hereunder shall be rendered at Employer' s principal executive offices, except for travel when and as required in the performance of Employee' s duties hereunder. 4. Time and Efforts . Employee shall devote all of his business time, efforts, attention and energies to Employer' s business and to discharge of his duties hereunder.S2-1


5. Term . The term (the " Term" ) of Employee' s employment under the New Employment Agreement shall commence on the Effective Date and shall expire on December 31, 2007, unless sooner terminated in accordance with Section 7. Neither Employer nor Employee shall have any obligation to extend or renew the New Employment Agreement. In the event the New Employment Agreement shall not be extended or renewed by Employer beyond the Term, Employer shall continue to pay Employee his salary as provided for in Section 6.1 during the period commencing on the date on which the Terms ends and ending on (a) June 30, 2008 or (b) the date of Employee' s re-employment with another employer, whichever is earlier. 6. Compensation . As the total consideration for Employee' s services rendered under the New Employment Agreement, Employer shall pay or provide Employee the following compensation and benefits: 6.1. Salary . Employee shall be entitled to receive an annual salary of Two Hundred Twenty Thousand Dollars ($220,000), payable in 24 equal semi-monthly installments on the 15 th day and the last day of each calendar month during the Term, with the first such installment due on July 15, 2006. 6.2. Discretionary Bonus . Employee may be eligible for a periodic bonus for his services during the Term. Employee' s eligibility to receive a bonus, any determination to award Employee such a bonus and, if awarded, the amount thereof shall be in Employer' s sole discretion. 6.3. Stock Options . Employer shall grant Employee as of the date hereof a nonqualified stock option under Employer' s 2000 Long-Term Incentive Plan (the " Plan" ) to purchase 90,000 shares of Employer' s common stock (the " Option" ). The Option shall vest and become exercisable in 36 equal monthly installments beginning on the one-month anniversary of the date of grant, provided, in each case, that Employee remains in the continuous employ of Employer through such anniversary date. The Option shall (a) be exercisable at an exercise price equal to $1.38 per share, (b) have a term of ten years, and (c) be on such other terms as shall be determined by Employer' s Board of Directors (or the Compensation Committee of the Board) and set forth in a customary form of stock option agreement under the Plan evidencing the Option. Notwithstanding anything to the contrary in Section 7.2 or other provision of this Agreement or of the stock option agreement evidencing the Option, upon the occurrence of a " Change in Control" (as defined in the Plan), the Option shall thereupon vest and become exercisable as to all of the shares covered thereby in accordance with the terms of the Plan. 6.4. Expense Reimbursement . Employer shall reimburse Employee for reasonable and necessary business expenses incurred by Employee in connection with the performance of Employee' s duties in accordance with Employer' s usual practices and policies in effect from time to time, as approved by Employer' s Chie ...