Exhibit
10.1


 


March
28, 2017


  


Ajit
S. Shetty


Apt
.. 111


Zeedijk
643


8300
Knokke - Heist


Belgium


 


Dear
Dr. Shetty:


 


On
behalf of Actinium Pharmaceuticals, Inc. (the “Company”), I am pleased to offer you the position of a director
of the Company’s Board of Directors (the “Board”). Speaking for myself, as well as the other members
of the Company’s Board, we are all very impressed with your credentials and look forward to your future success in this
position. You shall remain as a director of the Company from the date hereof until your resignation, or successor, if any, is
elected or qualified (the “Termination Date”). You shall be classified as a Class III director and be up for election
at the 2019 annual shareholders meeting, with a three year term thereafter. If your position is terminated prior to the Termination
Date, you shall only be entitled to the director payments payable and the options that have vested as of such date. You shall
also on the date hereof sign an Indemnification Agreement with the Company.


 


For
your service on the Board you will receive a quarterly cash retainer of $10,000 per calendar quarter. The Board has also agreed
to grant to you an option to purchase common shares of the Company (the “Initial Grant”). The Initial Grant
will consist of an option grant to purchase 75,000 common shares of the Company, with an exercise price equal to the closing price
of the common stock on the NYSE MKT on the date of your appointment to the Board. The term of the Initial Grant is 10 years from
the date of grant (the “Vesting Commencement Date”), subject to your continuing service with the Company. So
long as your director relationship with the Company continues, the shares underlying the Initial Grant shall vest in accordance
with the following schedule: 28% of the shares subject to the option shall vest and become exercisable on the twelve month anniversary
of the Vesting Commencement Date and 2% of the total number of shares subject to the option shall vest and become exercisable
each month after the vesting commencement. The options will be incentive stock options to the maximum extent allowed by the tax
code and will be subject to the terms of the Company’s 2013 Stock Plan and the Stock Option Agreement between you and the
Company.


 


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.


 






     

     


    

 


This
agreement sets forth the terms of your director relationship 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: 	275
    Madison Avenue, 7th Floor
	 	 	New
    York, NY 10016
	 	 	 
	 	If
    to you:	Apt
    . 111
	 	 	Zeedijk
    643
	 	 	8300
    Knokke - Heist
	 	 	Belgium




  


We
are all delighted to be able to extend you this offer and look forward to working with you as a Director of the Company. To indicate
your acceptance of the Company’s offer, please sign this letter in the space provided below. This agreement shall be effective
on the date set forth below.


 


	Very truly yours,		ACCEPTED
    AND AGREED:
	 	 	 
	ACTINIUM PHARMACEUTICALS, INC.


	 
	 	 	 
	By: 	/s/
    Sandesh Seth	 	/s/
    Ajit S. Shetty
	 	Sandesh
    Seth	 	Ajit
    S. Shetty
	 	Executive
Chairman
	 	 
	 	 	 	 
	Date: March 28, 2017	 	Date: March 28, 2017