Exhibit 10.2


 


 


 


September
17, 2015


 


Steve
O’Loughlin


3312
Hudson Avenue Apartment 8E


Union
City, NJ 07087


 


Dear
Mr. O’Loughlin,


 


On
behalf of Actinium Pharmaceuticals, Inc. (the “Company”), I am pleased to offer you the position of Senior
Director of Finance and Corporate Development. Speaking for myself, as well as the other members of the Company’s Board
of Directors (the “Board”), we are all very impressed with your credentials and look forward to your future success
in this position.


 


1.
Position. The terms of your new position with the Company are as set forth below:


 


(a)       You
shall serve as Senior Director of Finance and Corporate Development.


 


You
shall report to the Executive Chairman or designee and shall perform your duties for the Company at the Company’s offices
except for travel that may be necessary or appropriate in connection with the performance of your duties hereunder.


 


(b)       You
agree to devote your best efforts and substantially all of your business time to advance the interests of the Company and to discharge
adequately your duties hereunder. You may perform certain consulting projects that do not interfere with your Company duties and
maintain whatever licenses required for performance of such consulting activities. Consulting activities must be non-competitive
with the Company’s plans, disclosed and approved on a case by case basis by your direct supervisor or an authorized Company
representative.


 


2.
Start Date. Subject to fulfillment of any conditions imposed by this letter agreement, you will commence this new position
with the Company no later than October 1, 2015 (“Start Date”). The Company has the right to withdraw this Offer
if you are unable to fulfill the Start Date requirement.


 






     

     

    

 


3.
Proof of Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary
evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within
three (3) business days of your date of hire, or our employment relationship with you may be terminated.


 


4.
Compensation.


 


(a)           Base Salary. You will be paid an annual base salary of One Hundred Seventy Five Thousand dollars ($175,000), which will be paid
in accordance with the Company's regular payroll practices.


 


(b)          Performance
Bonus. You shall be entitled to participate in an executive bonus program, which shall be established by the Board pursuant to
which the Board may award bonuses of up to 20% to you, based upon the achievement of written individual and corporate objectives
such as the Board shall determine.


 


(c)           Stock
Option Grant. The Board has agreed to grant you an option grant to purchase 100,000 common shares of the Company (the “Grant”)
and is subject to approval by the Compensation Committee.


 


(i)
       Stock Options. Such options will have an exercise price equal to the closing price of the Company’s common stock on your
first day of employment (the “Grant Date”).


 


(ii)
      Vesting Schedule. Twenty-eight percent (28%) of the initial options or restricted stock granted shall vest twelve months after
the date of grant and two percent (2%) of the remainder shall vest each month thereafter until fully vested. Such additional options
or restricted stock will have an exercise price per share which is equal to fair market value as determined by the Board on the
date of the grant. Two percent (2%) of such additional options or stock shall vest each month thereafter until fully vested. The
term of all options granted under this Agreement will be for 10 years from the date of grant, subject to your continuing service
with the Company. The options or restricted stock will be incentive stock options or stock to the maximum extent allowed by the
tax code and will be subject to the terms of the Company’s Amended and Restated 2014 Stock Plan and the Stock Option Agreement
between you and the Company.


 


5.
Benefits.


 


a.         Benefit plan – Health Insurance, Retirement and Stock Option Plan. The Company will provide you with the opportunity
to participate in the standard benefits plans currently available to other similarly situated employees. The Company reserves
the right to cancel and/or change the benefits plans it offers to its employees at any time, subject to applicable law.


b.       
Vacation; Sick Leave. You will be entitled to 15 days paid vacation per year, pro-rated for the remainder of this calendar
year. Vacation may not be taken before it is accrued. You will be entitled to 5 days paid sick leave per year pro-rated.


 






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c.        Other Benefits. The Company will provide you with standard business reimbursements (including mileage, supplies, long distance
calls), subject to Company policies and procedures and with appropriate receipts. In addition, you will receive any other statutory
benefits required by law.


 


d.       
Reimbursement of Expenses. You shall be reimbursed for all normal items of travel and entertainment and miscellaneous expenses
reasonably incurred by you on behalf of the Company provided such expenses are documented and submitted in accordance with the
reimbursement policies in effect from time to time.


 


6.
Confidential Information and Invention Assignment Agreement. Your acceptance of this offer and commencement of employment
with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Confidential
Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality
Agreement”), prior to or on your Start Date.


 


7.
At-Will Employment. Your employment with the Company will be on an “at will” basis, meaning that either you
or the Company may terminate your employment at any time for any reason or no reason, without further obligation or liability.


 


8.
Non-Solicitation. You agree that during the term of your employment with the Company, and for a period of 24 months following
the cessation of employment with the Company for any reason or no reason, you shall not directly or indirectly solicit, induce,
recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or
attempt any of the foregoing, either for yourself or any other person or entity. For a period of 24 months following cessation
of employment with the Company for any reason or no reason, you shall not attempt to negatively influence any of the Company’s
clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client,
customer or other person either directly or indirectly, to direct his or its purchase of products and/or services to any person,
firm, corporation, institution or other entity in competition with the business of the Company.


 


9.
Arbitration. Any dispute or claim arising out of or in connection with your employment with the Company (except with regard
to enforcement of the Confidentiality Agreement) will be finally settled by arbitration in New York, New York in accordance with
the Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules.
Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree that
this Agreement evidences a transaction involving interstate commerce and that the operation, interpretation and enforcement of
this arbitration provision, the procedures to be used in conducting an arbitration pursuant to this arbitration provision, and
the confirmation of any award issued to either party by reason of such arbitration, is governed exclusively by the Federal Arbitration
Act, 9 U.S.C. § 21 et seq. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for
preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration
provision.


 






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10.
Miscellaneous. This Agreement, together with the Confidentiality Agreement, sets forth the terms of your employment with
the Company and supersedes any prior representations or agreements, whether written or oral. This Agreement may not be modified
or amended except by a written agreement, signed by the Company and by you. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will be lessened or reduced to the extent possible or will be severed and will not affect any other
provision and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein. This Agreement will be governed by New York law without reference to rules of conflicts
of law. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given
(i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight
service, (iii) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed
to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in
writing, (iv) upon confirmation of facsimile transfer, if sent by facsimile or (v) upon confirmation of delivery when directed
to the electronic mail address set forth below, if sent by electronic mail:


 


	 	If
    to the Company:	757
    Third Avenue, 21st floor
	 	 	New
    York, NY 10017
	 	 	 
	 	If
    to you:	Steve
    O’Loughlin
	 	 	3312
    Hudson Avenue Apartment 8E
	 	 	Union
    City, NJ 07087


 


We
are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the
Company’s offer, please sign and date this letter in the space provided below and return it to me, along with a signed and
dated copy of the Confidentiality Agreement.


 


(signature
page follows)


 




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	Very
    truly yours,	 	ACCEPTED AND AGREED:
	 	 
	ACTINIUM
    PHARMACEUTICALS, INC. 	 	STEVE O’LOUGHLIN
	 	 	 	 
	By:	/s/
    Sandesh Seth	 	/s/
    Steve O’loughlin
	 	  	 	Signature
	Title:	Executive
    Chairman        	 	 


 


 


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