SEC Info - Cytrx Corp - ‘10-K’ for 12/31/15

Cytrx Corp – ‘10-K’ for 12/31/15 – ‘EX-10.16’

On: Thursday, 3/10/16, at 5:43pm ET · As of: 3/11/16 · For: 12/31/15 · Accession #: 799698-16-30 · File #: 0-15327

Document/Exhibit Description Pages Size 1: 10-K Form 10-K Annual Report for Fiscal Year Ending HTML 984K 2015 December 31 2: EX-4.5 Common Stock Purchase Warrant Issued to Alexander HTML 89K Capital, L.P. 3: EX-10.11 Form of Non-Qualified Stock Option Grant to HTML 50K Non-Employee Directors 4: EX-10.12 Form of Non-Qualified Stock Option Grant for HTML 51K Executive Officers 5: EX-10.13 Form of Non-Qualified Stock Option for Grants to HTML 52K S. Kriegsman and Dr. D. Levitt 6: EX-10.14 Amendment No. 1 to Stock Option Agreements of Dr. HTML 34K Daniel Levitt, Dated Dec. 31, 2015 7: EX-10.15 Amendment No. 1 to Stock Option Agreements (2000 HTML 34K Plan) of Steven. Kriegsman, Dated March 8, 2016 8: EX-10.16 Amendment No. 1 to Stock Option Agreements (2008 HTML 35K Plan) of Steven. Kriegsman, Dated March 8, 2016 9: EX-10.26 Dr. Daniel Levitt Employment Agreement Dated HTML 76K December 31, 2015 10: EX-10.27 Benjamin Levin Employment Agreement Dated December HTML 55K 31, 2015 11: EX-10.28 Scott Wieland Employment Agreement Dated December HTML 58K 31, 2015 12: EX-10.29 John Caloz Employment Agreement Dated December 31, HTML 54K 2015 13: EX-10.30 Olivia Ware Employment Agreement Dated January 11, HTML 56K 2016 15: EX-10.36 Steven Kriegsman Third Amendment to 4th Amended HTML 28K and Restated Employment Agreement Dated March 8, 2016 16: EX-23.1 Consent of Bdo Usa, LLP HTML 25K 17: EX-31.1 Certification of Chief Executive Officer, Pursuant HTML 30K to 15 U.S.C. Section 7241 18: EX-31.2 Certification of Chief Financial Officer, Pursuant HTML 30K to 15 U.S.C. Section 7241 14: EX-32 Letter Agreement With Alexander Capital LLP Dated HTML 47K Feb. 9, 2016 19: EX-32.1 Certification of Chief Executive Officer, Pursuant HTML 25K to 18 U.S.C. Section 1350 20: EX-32.2 Certification of Chief Financial Officer, Pursuant HTML 25K to 18 U.S.C. Section 1350 27: R1 Document and Entity Information HTML 51K 28: R2 Balance Sheets HTML 90K 29: R3 Balance Sheets (Parenthetical) HTML 48K 30: R4 Statements of Operations HTML 65K 31: R5 Statements of Stockholders' Equity HTML 90K 32: R6 Statements of Cash Flows HTML 110K 33: R7 Nature of Business HTML 36K 34: R8 Summary of Significant Accounting Policies HTML 83K 35: R9 Foreign Currency Remeasurement HTML 30K 36: R10 Receivables HTML 28K 37: R11 Prepaid and Other Assets HTML 26K 38: R12 Short-term Investments HTML 30K 39: R13 Equipment and Furnishings HTML 35K 40: R14 Accrued Expenses and Other Current Liabilities HTML 35K 41: R15 Non-Cash litigation Settlement Due in Shares of HTML 27K Common Stock 42: R16 Warrant Liabilities HTML 41K 43: R17 Commitments and Contingencies HTML 79K 44: R18 Equity Transactions HTML 37K 45: R19 Stock Options and Equity-Classified Warrants HTML 212K 46: R20 Stockholder Protection Rights Plan HTML 29K 47: R21 Income Taxes HTML 67K 48: R22 Quarterly Financial Data (Unaudited) HTML 53K 49: R23 Subsequent Event HTML 30K 50: R24 Schedule Ii - Valuation and Qualifying Accounts HTML 43K 51: R25 Summary of Significant Accounting Policies HTML 129K (Policies) 52: R26 Summary of Significant Accounting Policies HTML 55K (Tables) 53: R27 Equipment and Furnishings (Tables) HTML 33K 54: R28 Accrued Expenses and Other Current Liabilities HTML 35K (Tables) 55: R29 Warrant Liabilities (Tables) HTML 39K 56: R30 Commitments and Contingencies (Tables) HTML 47K 57: R31 Stock Options and Equity-Classified Warrants HTML 212K (Tables) 58: R32 Income Taxes (Tables) HTML 62K 59: R33 Quarterly Financial Data (Unaudited) (Tables) HTML 51K 60: R34 Nature of Business (Details) HTML 61K 61: R35 Summary of Significant Accounting Policies HTML 71K (Details) 62: R36 Foreign Currency Remeasurement (Details) HTML 28K 63: R37 Receivables (Details) HTML 26K 64: R38 Prepaid and Other Assets (Details) HTML 26K 65: R39 Short-term Investments (Details) HTML 32K 66: R40 Equipment and Furnishings (Details) HTML 38K 67: R41 Accrued Expenses and Other Current Liabilities HTML 39K (Details) 68: R42 Non-Cash litigation Settlement Due in Shares of HTML 40K Common Stock (Details) 69: R43 Warrant Liabilities (Details) HTML 48K 70: R44 Commitments and Contingencies (Details) HTML 149K 71: R45 Equity Transactions (Details) HTML 53K 72: R46 Stock Options and Equity-Classified Warrants HTML 191K (Details) 73: R47 Stock Options and Equity-Classified Warrants, HTML 90K Options by Exercise Price Range (Details) 74: R48 Stock Options and Equity-Classified Warrants, HTML 77K Warrants, Shares purchased and intrinsic value (Details) 75: R49 Stockholder Protection Rights Plan (Details) HTML 36K 76: R50 Income Taxes (Details) HTML 112K 77: R51 Quarterly Financial Data (Unaudited) (Details) HTML 45K 78: R52 Subsequent Event (Details) HTML 41K 79: R53 Schedule Ii - Valuation and Qualifying Accounts HTML 36K (Details) 81: XML IDEA XML File -- Filing Summary XML 116K 80: EXCEL IDEA Workbook of Financial Reports XLSX 72K 21: EX-101.INS XBRL Instance -- cytr-20151231 XML 1.91M 23: EX-101.CAL XBRL Calculations -- cytr-20151231_cal XML 186K 24: EX-101.DEF XBRL Definitions -- cytr-20151231_def XML 567K 25: EX-101.LAB XBRL Labels -- cytr-20151231_lab XML 1.55M 26: EX-101.PRE XBRL Presentations -- cytr-20151231_pre XML 958K 22: EX-101.SCH XBRL Schema -- cytr-20151231 XSD 152K 82: ZIP XBRL Zipped Folder -- 0000799698-16-000030-xbrl Zip 174K

Exhibit 10.16

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENTS

Issued Pursuant to the Amended and Restated 2008 Stock Incentive Plan
___________________________________

This Amendment No. 1 to Stock Option Agreements (this "Amendment") is made and entered into on March 8, 2016 between CytRx Corporation, a Delaware corporation (the "Company"), and the undersigned (the "Holder") in order to amend as set forth in this Amendment the following Stock Option Agreements (collectively, the "Original Option Agreements") between the Company and the Holder: (a) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 10, 2009 pursuant to the Company's Amended and Restated 2008 Stock Incentive Plan (as amended from time to time, the "2008 Plan"); (b) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 14, 2010 pursuant to the 2008 Plan; (c) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 12, 2011 pursuant to the 2008 Plan; (d) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 10, 2012 pursuant to the 2008 Plan; (e) the Stock Option Agreement made part of the Grant Notice to the Holder dated March 8, 2013 pursuant to the 2008 Plan; (f) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 10, 2013 (as amended and restated effective June 2, 2015) pursuant to the 2008 Plan; and (g) the Stock Option Agreement made part of the Grant Notice to the Holder dated December 15, 2014 pursuant to the 2008 Plan.

NOW, THEREFORE, for good and valuable consideration, the Company and the Holder hereby agree as follows:

1. DEFINED TERMS. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the respective Original Option Agreements. References in the Original Option Agreements to this "Agreement," this "Option Agreement" or like terms mean the Original Option Agreements as amended by this Amendment.

2. VESTING. Section 1 of the Original Option Agreements is hereby amended to read in its entirety 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 your option shall immediately vest in full upon FDA marketing approval of the Company's lead product candidate, aldoxorubicin; and provided further, that your option shall immediately vest in full upon the termination of your employment on or after March 8, 2016 (i) by the Company without 'Cause' or upon your resignation with 'Good Reason' (as each such term is defined in the Fourth Amended and Restated Employment Agreement, dated May 10, 2012 (the "Original Employment Agreement"), as amended in separate amendments dated May 10, 2014, January 1, 2015 and March 8, 2016 between the Company and you) or (ii) due to your death or by the Company by reason of your 'Disability' (as defined in the Original Employment Agreement)."

3. TERM. Section 6 of the Original Option Agreements is hereby amended to read in its entirety as follows:

"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, subject to earlier termination as provided in the Plan in the event of termination of your Service for "Cause" (as defined in the Original Employment Agreement); provided, that in the event of the termination of your employment (1) by the Company without 'Cause' or by reason of your 'Disability' (as defined in the Original Employment Agreement), (2) upon your resignation with 'Good Reason' (as defined in the Original Employment Agreement) or (3) due to your death, your option shall remain exercisable thereafter for its full term."

4. CONTROL. Section 12, "Plan," of the Original Option Agreements is amended to read in its entirety as follows:

"12. PLAN. 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; provided, however, that the accelerated vesting and exercise period set forth in the foregoing amendments to Sections 1 and 6 of this Option Agreement shall prevail over any contrary provision in the Plan and over any other provision of the Original Option Agreement."

5. NO OTHER AFFECT. Except as modified hereby, the Original Option Agreements shall not be affected by this Amendment and shall continue in effect in accordance with its terms.

6. MISCELLANEOUS. This Amendment may be exercised in counterparts, which together shall constitute a single instrument. A facsimile, PDF or other electronic signature to this Amendment shall have the same force and effect as an original signature.

[Signature Page Follows]

The parties have executed this Amendment.

CYTRX CORPORATION			HOLDER:

/s/ *JOHN Y. CALOZ*			/s/ *STEVEN A. KRIEGSMAN*
John Y. Caloz			Steven A. Kriegsman
Chief Financial Officer

[Execution Page to Amendment No. 1 to Stock Option Agreement]

This ‘10-K’ Filing

Date

Other Filings

Filed as of:

3/11/16

8-K

Filed on:

3/10/16

8-K

3/8/16

For Period end:

12/31/15

6/2/15

1/1/15

8-K

12/15/14

4, 4/A

5/10/14

12/10/13

3/8/13

12/10/12

4, 4/A, 8-K

5/10/12

10-Q, 8-K

12/12/11

12/14/10

4, EFFECT

12/10/09

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 LadRx Corp. 10-K 12/31/23 67:19M M2 Compliance LLC/FA 4/14/23 LadRx Corp. S-1 66:6M M2 Compliance LLC/FA 3/20/23 LadRx Corp. 10-K 12/31/22 72:6.2M M2 Compliance LLC/FA 3/23/22 LadRx Corp. S-1/A 3:458K M2 Compliance LLC/FA 3/23/22 LadRx Corp. 10-K 12/31/21 72:5.8M M2 Compliance LLC/FA 8/04/21 LadRx Corp. S-1 3:453K M2 Compliance LLC/FA 7/13/21 LadRx Corp. 10-K/A 12/31/20 4:270K M2 Compliance LLC/FA 3/24/21 LadRx Corp. 10-K 12/31/20 68:8.1M M2 Compliance LLC/FA

Cytrx Corp – ‘10-K’ for 12/31/15 – ‘EX-10.16’

On: Thursday, 3/10/16, at 5:43pm ET · As of: 3/11/16 · For: 12/31/15 · Accession #: 799698-16-30 · File #: 0-15327

Previous ‘10-K’: ‘10-K’ on 3/10/15 for 12/31/14 · Next: ‘10-K’ on 3/15/17 for 12/31/16 · Latest: ‘10-K’ on 3/27/24 for 12/31/23 · 8 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-10.16’ — Amendment No. 1 to Stock Option Agreements (2008 Plan) of Steven. Kriegsman, Dated March 8, 2016

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

8 Subsequent Filings that Reference this Filing

Cytrx Corp – ‘10-K’ for 12/31/15 – ‘EX-10.16’

On: Thursday, 3/10/16, at 5:43pm ET · As of: 3/11/16 · For: 12/31/15 · Accession #: 799698-16-30 · File #: 0-15327

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.16’ — Amendment No. 1 to Stock Option Agreements (2008 Plan) of Steven. Kriegsman, Dated March 8, 2016

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

8 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents