August 8, 2018
317 21st Street
Union City, NJ 07087
Dear Mr. O’Loughlin,
On behalf of Actinium Pharmaceuticals, Inc. (the “Company”), I am pleased to provide you with this contract related to your position as Principal Financial Officer of the Company. This agreement (the “Agreement”) amends and restates your September 17, 2015 Employment Agreement (“Prior Agreement”). This Agreement sets forth the terms related to your position as Principal Financial Officer of the Company while retaining and adapting material provisions of the Prior Agreement to that of your role of Principal Financial Officer.
1. Position. The terms of your new position with the Company are as set forth below:
(a) You shall serve as Principal Financial Officer.
You shall report to the Chief Executive Officer 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. The offices of the Company are currently located in New York City at 275 Madison Avenue, 7th Floor, New York, NY 10016.
(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. Effective Date. The effective date of this Agreement is August 8, 2018.
3. Proof of Right to Work. For purposes of federal immigration law, you provided to the Company documentary evidence of your identity and eligibility for employment in the United States.
(a) Base Salary. The Board shall review the amount of your base salary and performance bonus, and shall determine the appropriate adjustments to each component of your compensation each calendar year.
(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 30% to you, based upon the achievement of written individual and corporate objectives such as the Board shall determine.
(c) Stock Option Grant. From time to time the Board may grant you an options to purchase common shares of the Company (the “Grant”). The Grants shall be subject to the vesting schedule below.
(i) Stock Options. Such options will have an exercise price equal to the closing price of the Company’s common stock on the grant date (the “Grant Date”).
(ii) Vesting Schedule. Two percent (2%) of such options shall vest each month after the date of grant 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.
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 20 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.
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. You have already executed the Company’s Confidential Information and Invention Assignment Agreement, (the “Confidentiality Agreement”), which remains in effect.
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.
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:||275 Madison Avenue, Suite 702|
|New York, NY 10016|
|If to you:||Steve O’Loughlin|
|317 21st Street|
|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)
|Very truly yours,||ACCEPTED AND AGREED:|
|ACTINIUM PHARMACEUTICALS, INC.||STEVE O’LOUGHLIN|
|By:||/s/ Sandesh Seth||/s/ Steve O’Loughlin|
|Title:||Chief Executive Officer|