ex4-2.htm


     

    
      EXHIBIT
4.2

       

      CYTRX
CORPORATION

      2008
STOCK INCENTIVE PLAN

       

      GRANT
NOTICE

       

      We are
pleased to inform you that you have been awarded the following Stock Option (the
“Option”) under the CytRx Corporation 2008 Stock Incentive Plan (the “Plan”) on
the following terms:

       

      
        	
                Name
      of Participating Optionee:

              	 
      	 
      
	 
      	 
      	 
      
	
                Total
      Number of Shares Awarded:

              	 
      	 
      
	 
      	 
      	 
      
	
                Award
      Date:

              	 
      	 
      
	 
      	 
      	 
      
	
                Vesting
      Schedule:

              	
                Vesting Date

              	
                Percent
      of

                Option Shares Vested

              
	 
      	 
      	 
      
	 
      	
                __________

              	
                ____________

              
	 
      	 
      	 
      
	 
      	
                __________

              	
                ____________

              
	 
      	 
      	 
      
	 
      	
                __________

              	
                ____________

              
	 
      	 
      	 
      


      

      The
shares are awarded under and governed by the terms and provisions of the Plan
and the Stock Option Agreement attached to and made a part of this
Notice.  Unless otherwise defined, defined terms used in this Notice
and the attached Agreement have the meanings ascribed to them in the
Plan.

       

      A copy of
the Plan accompanies this Notice and the attached Stock Option
Agreement.

       

      
        	 
      	
                CYTRX
      CORPORATION

                By:                                                             

                Name:

                Title:

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      CYTRX
CORPORATION

      2008
STOCK INCENTIVE PLAN

      


      STOCK
OPTION AGREEMENT

      (INCENTIVE
AND NONSTATUTORY STOCK OPTIONS)

      


      Pursuant
to the CytRx Corporation (the “Company”) 2008 Stock Incentive Plan (the “Plan”),
the Company hereby grants you a Stock Option to purchase, on the terms and
conditions set forth in your Stock Option Grant Notice (“Grant Notice”) and this
agreement (this “Option Agreement”), the number of shares of the Company’s
Common Stock indicated in your Grant Notice at the exercise price per share
indicated in your Grant Notice.  Defined terms not explicitly defined
herein but defined in the Plan shall have the same definitions as in the
Plan.

       

      The
details of your option are as follows:

       

      1.           VESTING.
Subject to acceleration of vesting as provided in the Plan and to the
limitations contained herein, your option shall vest (become exercisable) as
provided in your Notice of Award, provided that vesting will cease upon the
termination of your Service.

       

      2.           NUMBER
OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to
your option and your exercise price per share referenced in your Grant Notice
may be adjusted from time to time for capitalization adjustments, as provided in
the Plan.

       

      3.           METHOD
OF PAYMENT. The Exercise Price may be paid to the Company (i) in cash or cash
equivalent; or (ii) in any other method of Consideration acceptable to the Board
pursuant to the Plan.

       

      4.           WHOLE SHARES. You may
exercise your option only for whole shares of Common Stock.

       

      5.           SECURITIES LAW
COMPLIANCE. Notwithstanding anything to the contrary contained herein,
you may not exercise your option unless the shares of Common Stock issuable upon
such exercise are then registered under the Securities Act or, if such shares of
Common Stock are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your option must also comply with other
applicable laws and regulations governing your option, and you may not exercise
your option if the Company determines that such exercise would not be in
material compliance with such laws and regulations.

       

      6.           TERM.
You may not exercise your option before the commencement of its term or after
its term expires. The term of your option commences on the Date of Grant and
expires upon the EARLIEST of the following:

       

      (a)           three
months after the termination of your Service for any reason other than
Disability or death, provided that if during any part of such three-month period
you may not exercise your option solely because of the condition set forth in
the preceding paragraph relating to “Securities Law Compliance,” your option
shall not expire until the earlier of the Expiration Date or until it shall have
been exercisable for an aggregate period of three months after the termination
of your Service;

       

      (b)           twelve
months after the termination of your Service due to your
Disability;

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (c)           eighteen
months after your death if you die either during your Service or within three
months after your Service terminates;

       

      (d)           5:00
P.M., Pacific Time, on the day immediately prior to the ______ anniversary of
the Date of Grant.

       

      If your
option is an incentive stock option, note that, to obtain the federal income tax
advantages associated with an “incentive stock option,” the Code requires that
at all times beginning on the date of grant of your option and ending on the day
three months before the date of your option’s exercise, you must be an employee
of the Company or an Affiliate, except in the event of your Death or
Disability.  In the event of your Death, the employment period
requirements of the Code do not apply.  In the event of your
Disability (within the meaning of the Code), the three-month period
specified above shall be one year. The Company has provided
for extended exercisability of your option under certain circumstances for your
benefit but cannot guarantee that your option will necessarily be treated as an
"incentive stock option" if you continue to provide services to the Company or
an Affiliate as a Consultant or Director after your employment terminates or if
you otherwise exercise your option more than three months after the date your
employment terminates.

       

      7.           EXERCISE.

       

      (a)           You
may exercise the vested portion of your option during its term by delivering a
written Notice of Exercise to the Secretary of the Company at the principal
executive offices of the Company, in substantially the form attached hereto as
Exhibit A, or such other form as the Committee may approve, together with such
additional documents as the Company may then require.

       

      (b)           If
your option is an incentive stock option, by exercising your option you agree
that you will notify the Company in writing within fifteen days after the date
of any disposition of any of the shares of the Common Stock issued upon exercise
of your option that occurs within two (2) years after the date of your option
grant or within one (1) year after such shares of Common Stock are transferred
upon exercise of your option.

       

      8.           TRANSFERABILITY. The
transferability provisions contained in the Plan are incorporated into and made
a part of this Option Agreement.

       

      9.           OPTION
NOT A SERVICE CONTRACT. Pursuant to the Plan, your option is not an employment
or service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate to continue any relationship that you might have as a Director or
Consultant.

       

      10.           WITHHOLDING
OBLIGATIONS.

       

      (a)           At
the time you exercise your option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from
payroll and any other amounts payable to you, and otherwise agree to make
adequate provision for (including by means of a “cashless exercise” pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, or local withholding obligations of the Company or an Affiliate,
if any, which arise in connection with your option.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)           Upon
your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable conditions or restrictions of law, the Company
may withhold from fully vested shares of Common Stock otherwise issuable to you
upon the exercise of your option a number of whole shares of Common Stock having
a Fair Market Value, determined by the Company as of the date of exercise, not
in excess of the minimum amount of tax required to be withheld by law. If the
date of determination of any tax withholding obligation is deferred to a date
later than the date of exercise of your option, share withholding pursuant to
the preceding sentence shall not be permitted unless you make a proper and
timely election under Section 83(b) of the Code, covering the aggregate number
of shares of Common Stock acquired upon such exercise with respect to which such
determination is otherwise deferred, to accelerate the determination of such tax
withholding obligation to the date of exercise of your option. Notwithstanding
the filing of such election, shares of Common Stock shall be withheld solely
from fully vested shares of Common Stock determined as of the date of exercise
of your option that are otherwise issuable to you upon such exercise. Any
adverse consequences to you arising in connection with such share withholding
procedure shall be your sole responsibility.

       

      (c)           You
may not exercise your option unless the tax withholding obligations of the
Company and any Affiliate are satisfied.  Accordingly, you may not be
able to exercise your option when desired even though your option is vested, and
the Company shall have no obligation to issue a certificate for such shares of
Common Stock or release such shares of Common Stock from any escrow provided for
herein.

       

      11.           NOTICES.
Notices and communications under this Option Agreement must be in writing and
either personally delivered or sent by registered or certified United States
mail, return receipt requested, postage prepaid.  Notices to the
Company must be addressed to:

       

      CytRx Corporation

      Attention:  Corporate
Secretary

      11726 San Vicente
Boulevard

      Suite 650

      Los Angeles, California
90049

      


      or any
other address designated by the Company in a written notice to the
Optionee.  Notices to the Optionee will be directed to the address of
the Optionee then currently on file with the Company, or at any other address
given by the Optionee in a written notice to the Company.

      


      12.           PLAN
CONTROLS. The terms contained in the Plan are incorporated into and made a part
of this Option Agreement and this Option Agreement shall be governed by and
construed in accordance with the Plan.  In the event of any actual or
alleged conflict between the provisions of the Plan and the provisions of this
Option Agreement, the provisions of the Plan shall be controlling and
determinative.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, CytRx Corporation, acting by and through its duly authorized
officers, has caused this Option Agreement to be executed, and the Optionee has
executed this Option Agreement, all as of the day and year first above
written.

       

      
        	
                CYTRX
      CORPORATION

              	 
      
	 
      	 
      
	 
      	 
      
	
                By:       

              	 
      
	
                Chief Executive
      Officer

              	
                Optionee

              
	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      NOTICE OF
EXERCISE OF OPTION TO PURCHASE

      COMMON
STOCK OF

      CYTRX
CORPORATION

      


      


      Name
_________________________________

      Address:________________________________

      _________________________________

      Tax I.D.
No.:

      Date
_________________________________

      


      CytRx
Corporation

      Attention:  Corporate
Secretary

      11726 San
Vicente Boulevard

      Suite
650

      Los
Angeles, California 90049

      


      Re:           Exercise
of Stock Option

      


      Gentlemen:

      


      I elect
to purchase ______________ shares of Common Stock of CytRx Corporation (the
“Company”) pursuant to the CytRx Corporation Stock Option Agreement dated
_____________ and the CytRx Corporation 2008 Stock Incentive
Plan.  The purchase will take place on the Exercise Date which will be
(i) as soon as practicable following the date this notice and all other
necessary forms and payments are received by the Company, unless I specify a
later date (not to exceed 30 days following the date of this notice) or (ii) in
the case of a Broker-assisted cashless exercise (as indicated below), the date
of this notice.

       

      On or
before the Exercise Date, I will pay the full exercise price in the form
specified below (check one):

       

      
        	
                 
      

              	
                [
      ]

              	
                Cash
      Only:   by delivering a check to the Company for
      $___________.

              


      

      


      
        	
                 
      

              	
                [
      ]

              	
                Cash From
      Broker: by delivering the purchase price from
      _______________________, a broker, dealer or other “creditor” as defined
      by Regulation T issued by the Board of Governors of the Federal Reserve
      System (the "Broker").  I authorize the Company to issue a stock
      certificate in the number of shares indicated above in the name of the
      Broker in accordance with instructions received by the Company from the
      Broker and to deliver such stock certificate directly to the Broker (or to
      any other party specified in the instructions from the Broker) upon
      receiving the exercise price from the
Broker.

              


      

      


      
        	
                 
      

              	
                [
      ]

              	
                Pursuant to a Net
      Exercise Arrangement

              


      

      


      
        	
                 
      

              	
                [
      ]

              	
                Other Company
      Shares:   by delivering for surrender other shares
      of the Company’s Common Stock that I have owned for at least six months
      (or such other longer or shorter period of time required to avoid a charge
      to earnings for financial accounting purposes) having a fair market value
      at the time of receipt by the Company equal to not less than the exercise
      price.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      


      On or
before the Exercise Date, I will pay any applicable tax withholding obligations
by delivering a check to the Company for the full tax-withholding
amount.

       

      Please
deliver the stock certificate to me (unless I have chosen to pay the purchase
price through a broker).

       

      Very truly yours,

      


      


      


      _________________________________

      


      


      AGREED TO
AND ACCEPTED:

      


      CYTRX
CORPORATION

      


      


      By:                                                                

      


      Title:                                                                

      


      Number of
Option Shares

      Exercised:                                                                

      


      Number of
Option Shares

      Remaining:                                                                

      


      Date: