Exhibit 10.1


  


 


 


April 27, 2018


  


Jeffrey W. Chell, M.D.


521 Mandalay Avenue


#708


Clearwater Beach, FL 33767


 


Dear Dr. Chell:


 


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 II director and be up for election at the 2018 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 American 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, as amended, 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:	521 Mandalay Avenue
	 	 	#708
	 	 	Clearwater Beach, FL 33767


 


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/ Jeffrey W. Chell	 
	 	Sandesh Seth	 	Jeffrey W. Chell	 
	 	Chairman & CEO	 	 	 
	 	 	 	 
	Date:  April 27, 2018	 	Date: April 27, 2018	 


 








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