Exhibit
10.8


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”) is made and entered into this 5th day of January,
2021, with an effective date of January 1, 2021 (the “Effective Date”) by and between CytRx Corporation, a
Delaware corporation (“Employer”), and John Caloz, an individual and resident of the State of California
(“Employee”).


 


WHEREAS,
Employer desires to continue to employ Employee, and Employee is willing to continue to be employed by Employer, on the terms
set forth in this Agreement.


 


NOW,
THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the parties
hereto agree as follows.


 


1.
Employment. Effective as of the Effective Date, Employer shall continue to employ Employee, and Employee shall serve, as
Employer’s Chief Financial Officer on the terms set forth herein.


 


2.
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 Chairman of the Board and 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 Chairman of the Board and Chief Executive
Officer. Employee’s services hereunder shall be rendered at Employer’s principal executive office, except for travel
when and as required in the performance of Employee’s duties hereunder. Notwithstanding the foregoing, Employer understands
and agrees that Employee shall be entitled to render his services hereunder from his home when necessary and as agreed with his
supervisor.


 


3.
Time and Efforts. Employee shall devote all of his business time, efforts, attention and energies to Employer’s business
and to discharge his duties hereunder.


 


4.
Term. The term (the “Term”) of Employee’s employment hereunder shall commence on the Effective
Date and shall expire on December 31, 2021 unless sooner terminated in accordance with Section 6. Neither Employer nor Employee
shall have any obligation to extend or renew this Agreement. In the event that Employee’s employment has not theretofore
been terminated and Employer has not offered to extend or renew Employee’s employment under this Agreement, upon expiration
of the Term Employer shall continue to pay Employee his salary as provided for in Section 5.1 during the period commencing on
the final date of the Term and ending on (a) June 30, 2022 or (b) the date of Employee’s re-employment with another employer,
whichever is earlier; provided that, as a condition to Employer’s obligations under this sentence, Employee shall have executed
and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. Employee shall notify
Employer immediately in the event Employee accepts such employment with another employer.


 




    	 



     


    

 


5.
Compensation. As the total consideration for Employee’s services rendered hereunder, Employer shall pay or provide
Employee the following compensation and benefits:


 


5.1.
Salary. Employee shall be entitled to receive an annual salary of Four Hundred Thousand Dollars ($400,000), payable in
accordance with Employer’s normal payroll policies and procedures.


 


5.2.
Discretionary Bonus. Employee also may be eligible for a bonus from time to time 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.


 


5.3.
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.


 


5.4.
Vacation. Employee shall continue to accrue vacation days without loss of compensation in accordance with Employer’s
usual policies applicable to all employees at a rate of four weeks’ vacation time for each 12-month period during the Term.


 


5.5.
Employee Benefits. Employee shall be eligible to participate in all employee benefit plans and programs, fringe benefits
and perquisites as in effect generally with respect to other senior officers of Employer.


 


5.6.
Payroll Taxes. Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any
and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which
may be in effect or hereafter enacted or required as a charge on the compensation or benefits of Employee.


 


5.7.
Termination. This Agreement may be terminated as set forth in this Section 6.


 


5.8.
Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for “Cause”
upon notice to Employee. “Cause” for this purpose shall mean any of the following:


 


(a)
Employee’s breach of any material term of this Agreement; provided that the first occasion of any particular breach shall
not constitute such Cause unless Employee shall have previously received written notice from Employer stating the nature of such
breach and affording Employee at least ten days to correct such breach;


 




    	 



     


    

 


(b)
Employee’s conviction of, or plea of guilty or nolo contendere to, any misdemeanor, felony or other crime of moral turpitude;


 


(c)
Employee’s act of fraud or dishonesty injurious to Employer or its reputation;


 


(d)
Employee’s continual failure or refusal to perform his material duties as required under this Agreement after written notice
from Employer stating the nature of such failure or refusal and affording Employee at least ten days to correct the same;


 


(e)
Employee’s act or omission that, in the reasonable determination of Employer’s Board of Directors (or a Committee
of the Board), indicates alcohol or drug abuse by Employee; or


 


(f)
Employee’s act or personal conduct that, in the judgment of Employer’s Board of Directors (or a Committee of the Board),
gives rise to a material risk of liability of Employee or Employer under federal or applicable state law for discrimination, or
sexual or other forms of harassment, or other similar liabilities to subordinate employees.


 


Upon
termination of Employee’s employment by Employer for Cause, all compensation and benefits to Employee hereunder shall cease
and Employee shall be entitled only to payment upon the effective date of termination of any accrued but unpaid salary and unused
vacation as provided in Sections 5.1 and 5.5 as of the date of such termination and any unpaid bonus that may have been awarded
Employee as provided in Section 5.2 prior to such date.


 


5.9.
Termination by Employer without Cause. Employer may also terminate Employee’s employment without Cause upon ten days’
notice to Employee. Upon termination of Employee’s employment by Employer without Cause, all compensation and benefits to
Employee hereunder shall cease and Employee shall be entitled to (1) any accrued but unpaid salary and unused vacation as of the
date of such termination as required by California law, which shall be due and payable upon the effective date of such termination,
(2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable
in accordance with Employer’s normal payroll practices or as otherwise required by California law, (3) all of Employee’s
vested stock options and other equity awards as of the date of termination of Employee’s employment shall remain exercisable
for their full term, (4) retain and have full ownership of all electronic devices provided to Employee (including, without limitation,
a computer, telephone, tablet and printer), provided that all Employer confidential information shall be deleted by Employer from
such devices before releasing them to Employee, (5) an amount, which shall be due and payable within ten days following the effective
date of such termination, equal to six months’ salary as provided in Section 5.1., provided, that if such termination occurs
following a Change of Control (as hereinafter defined), then the amount described in this clause (5) shall be equal to 12 months’
salary as provided in Section 5.1, any amount due under Section 5.2, and (6) continued participation, at Employer’s cost
and expense, of Employee and his dependents for a period of six months following such termination (12 months if such termination
occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as of
the date of termination. Employee’s right to the compensation and benefits provided for in clauses (5) and (6) of this Section
6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the form attached
hereto as Exhibit A. For purposes of this Section 6.2, a “Change of Control” shall have the meaning ascribed to the
term “Corporate Transaction” in Employer’s 2019 Stock Incentive Plan, as such Plan may be amended from time
to time.


 




    	 



     


    

 


6.3
Death or Disability. In the event of Employee’s death or “Disability” (as defined below) during the Term,
the Employee’s employment shall automatically cease and terminate as of the date of Employee’s death or the effective
date of Employer’s written notice to Employee of its decision to terminate his employment by reason of his Disability, as
the case may be, and Employee or his heirs or personal representative shall be entitled to the same payments and benefits, at
the same times, as described in Section 6.2 for a termination of employment by Employer without Cause and all of Employee’s
stock options and any other equity awards based on Employer securities held by Employee at the time of his death or Disability
shall immediately vest in full and shall remain exercisable thereafter for their full term. In addition, Employee or his heirs
or personal representative shall be entitled to retain and have full ownership of all electronic devices provided to Employee
(including, without limitation, a computer, telephone and tablet); provided that all Employer confidential information shall be
deleted by Employer from such devices before releasing them to Employee or such heirs or personal representatives. Notwithstanding
the foregoing or any provision of Section 6.2, Employer’s obligation to pay Employee the salary called for in Section 6.2
for the Severance Period following termination of his employment by reason of his Disability shall be subject to offset and shall
be reduced by any and all amounts paid to Employee under any disability insurance policy paid or provided for by Employer as provided
in Section 5.6 or otherwise. Employee’s “Disability” shall have the meaning ascribed to such term in
any policy of disability insurance maintained by Employer (or by Employee, as the case may be) with respect to Employee or, if
no such policy is then in effect, shall mean Employee’s inability to fully perform his duties hereunder for any period of
at least 75 consecutive days or for a total of 90 days, whether or not consecutive.


 


6.
Confidentiality. While this Agreement is in effect and for a period of five years thereafter, Employee shall hold and keep
secret and confidential all “trade secrets” (within the meaning of applicable law) and other confidential or proprietary
information of Employer and shall use such information only in the course of performing Employee’s duties hereunder; provided,
however, that with respect to trade secrets, Employee shall hold and keep secret and confidential such trade secrets for so long
as they remain trade secrets under applicable law. Employee shall maintain in trust all such trade secrets or other confidential
or proprietary information, as Employer’s property, including, but not limited to, all documents concerning Employer’s
business, including Employee’s work papers, telephone directories, customer information and notes, and any and all copies
thereof in Employee’s possession or under Employee’s control. Upon the expiration or earlier termination of Employee’s
employment with Employer, or upon request by Employer, Employee shall deliver to Employer all such documents belonging to Employer,
including any and all copies in Employee’s possession or under Employee’s control.


 




    	 



     


    

 


7.
Equitable Remedies; Injunctive Relief. Employee hereby acknowledges and agrees that monetary damages are inadequate to
fully compensate Employer for the damages that would result from a breach or threatened breach of Section 7 of this Agreement
and, accordingly, that Employer shall be entitled to equitable remedies, including, without limitation, specific performance,
temporary restraining orders, and preliminary injunctions and permanent injunctions, to enforce such Section without the necessity
of proving actual damages in connection therewith. This provision shall not, however, diminish Employer’s right to claim
and recover damages or enforce any other of its legal or equitable rights or defenses.


 


8.
Indemnification; Insurance. Employer and Employee acknowledge that, as the Chief Financial Officer of the Employer, Employee
shall be a corporate officer of Employer and, as such, Employee shall be entitled to indemnification to the full extent provided
by Employer to its officers, directors and agents under the Employer’s Certificate of Incorporation and Bylaws as in effect
as of the date of this Agreement. Employer shall maintain Employee as an additional insured under its current policy of directors
and officers liability insurance and shall use commercially reasonable efforts to continue to insure Employee thereunder, or under
any replacement policies in effect from time to time, during the Term.


 


9.
Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to
be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions
to the extent enforceable, shall nevertheless be binding and enforceable.


 


10.
Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Employer, its successors
and assigns and Employee and his heirs and representatives; provided, that this Agreement may be assigned by Employer to a successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets
of Employer.


 


11.
Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and
the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that
are not set forth otherwise herein. This Agreement supersedes any and all prior or contemporaneous agreements, written or oral,
between Employee and Employer relating to the subject matter hereof. Any such prior or contemporaneous agreements are hereby terminated
and of no further effect, and Employee, by the execution hereof, agrees that any compensation provided for under any such agreements
is specifically superseded and replaced by the provisions of this Agreement.


 




    	 



     


    

 


12.
Amendment. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto and
unless such writing is made by an executive officer of Employer (other than Employee). The parties hereto agree that in no event
shall an oral modification of this Agreement be enforceable or valid.


 


13.
Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California
without giving effect to California’s choice-of-law rules.


 


14.
Notice. All notices and other communications under this Agreement shall be in writing and mailed, telecopied (in case of
notice to Employer only) or delivered by hand or by a nationally recognized courier service guaranteeing overnight delivery to
a party at the following address (or to such other address as such party may have specified by notice given to the other party
pursuant to this provision):


 


If
to Employer:


 


CytRx
Corporation


11726
San Vicente Boulevard, Suite 650


Los
Angeles, California 90049


Facsimile:
(310) 826-5529


Attention:
Chief Executive Officer


 


If
to Employee:


 


John
Caloz


9901
Washington Blvd, Ste 512


Culver
City, California 90232


 


15.
Survival. Sections 7 through 16, 18 and 19 shall survive the expiration or termination of this Agreement.


 


16.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same agreement. A counterpart executed and transmitted by facsimile shall have
the same force and effect as an originally executed counterpart.


 


17.
Attorney’s Fees. In any action or proceeding to construe or enforce any provision of this Agreement the prevailing
party shall be entitled to recover its or his reasonable attorneys’ fees and other costs of suit (up to a maximum of $15,000)
in addition to any other recoveries.


 


18.
No Interpretation of Ambiguities Against Drafting Party. This Agreement has been negotiated at arm’s length between
persons knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable
legal counsel. Accordingly, the parties agree that any rule of law, including, but not limited to, California Civil Code Section
1654 or any other statutes, legal decisions, or common law principles of similar effect, that would require interpretation of
any ambiguities in this Agreement against the party that has drafted it, is of no application and is hereby expressly waived.
The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties hereto.


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.


 


	 	“EMPLOYER”
	 	 
	 	CytRx Corporation
	 	 	 
	 	By:	/s/ Steven A. Kriegsman 
	 	 	Steven
    A. Kriegsman
	 	 	Chairman
    of the Board and Chief Executive Officer
	 	 	 
	 	“EMPLOYEE”
	 	 	 
	 	/s/ John Caloz
	 	John Caloz