Exhibit 4.8


 


CYTRX
CORPORATION





2019
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
2019 Stock Incentive Plan (the “Plan”) on the following terms:


 


	Name
    of Participating Optionee:	 
	 	 
	Grant
    No.	 
	 	 
	Total
    Number of Shares Awarded:	[______]
    Non-Qualified Stock Options
	 	 
	Exercise
    price:	$
	Grant
    date:	 
	Vesting
    Schedule:	Unless
    the exercisability of the Option is accelerated in accordance with the Plan, the Option shall vest (become exercisable) in
    thirty-six (36) equal monthly installments, beginning on the one-month anniversary of the Date of Grant.


 


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:	       


 




    	 



     


    

 


CYTRX
CORPORATION


2019
STOCK INCENTIVE PLAN


 


STOCK
OPTION AGREEMENT


 


Pursuant
to the CytRx Corporation (the “Company”) 2019 Stock Incentive Plan (the “Plan”), the Company hereby grants
you a nonstatutory 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
employment with the Company for any reason. Notwithstanding anything to the contrary in the Plan, in the event that your
employment with the Company terminates due to your death, your option shall remain exercisable for the full term of the
option, as described in Section 6.


 


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 at 5:00 P.M., Pacific Time, on the day immediately prior to the tenth anniversary
of the Date of Grant.


 


7. EXERCISE.
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.


 


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.


 


[SIGNATURE
PAGE FOLLOWS]


 




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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 	 	[NAME
    OF OPTIONEE]
	 	 	 	 	 
	By:	                        	 	/s/
    
	 	 	 	Name	          


 




    	 



     


    

 


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 2019 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.



 




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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:	 	 


 




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