Exhibit
      10.2

     

    EMPLOYMENT
      AGREEMENT OF DAVID B. HIRSCH


     

    EXECUTIVE
      EMPLOYMENT AGREEMENT 

     

    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT,
      dated
      as of May 14th,
      2008
      (the “Agreement”), by and between ORAGENICS,
      INC.,
      a
      Florida corporation, (the “Company”), and DAVID
      B. HIRSCH (the
      “Executive”). 

     

    WHEREAS,
      the
      Company is a biotechnology company currently engaged in the business of research
      and development of proprietary technologies; 

     

    WHEREAS,
      Executive has served as a consultant to since on or about April 23, 2008; and
      

     

    WHEREAS,
      the
      Company wishes to assure itself of the continued services of the Executive
      on a
      non-interim basis for the period provided in this Agreement and the Executive
      is
      willing to serve in the employ of the Company for such period upon the terms
      and
      conditions hereinafter set forth. 

     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants herein contained, the parties, intending
      to be legally bound, hereby agree as follows: 

     

    1.
      EMPLOYMENT 

     

    The
      Company hereby agrees to employ the Executive upon the terms and conditions
      herein contained, and the Executive hereby agrees to accept such employment
      for
      the term described below. The Executive agrees to serve as the Company’s
      Executive Vice President for Administration, a Non-Officer of the Company during
      the term of this Agreement and shall report only to the Company’s Chief
      Executive Officer. 

     

    Throughout
      the term of this Agreement, the Executive shall devote his best efforts and
      substantially all of his business time and services to the business and affairs
      of the Company. 

     

    2.
      TERM OF AGREEMENT 

     

    The
      one
      (1) year initial term of the employment of Executive under this Agreement
      shall commence as of the date set forth above (the “Effective Date”). After the
      expiration of such initial one year employment period, the term of the
      Executive’s employment hereunder shall automatically be extended without further
      action by the parties for successive one (1) year renewal terms, provided
      that if either party gives the other party at least thirty (30) days
      advance written notice of his or its intention to not renew this Agreement
      for
      an additional term, the Agreement shall terminate upon the expiration of the
      current term. 

     

    Notwithstanding
      the foregoing, the Company shall be entitled to terminate this Agreement
      immediately, subject to a continuing obligation to make any payments required
      under Section 5 below, if the Executive (i) becomes disabled as
      described in Section 5(b), (ii) is terminated for Cause, as defined in
      Section 5(c), or (iii) voluntarily terminates his employment before
      the current term of this Agreement expires, as described in Section 5(d).


     

    3.
      SALARY AND BONUS 

     

    The
      Executive shall receive an annual base salary during the term of this Agreement
      at a rate of not less than $150,000, payable in installments consistent with
      the
      Company’s normal payroll schedule. The Board shall review this base salary at
      annual intervals, and may adjust the Executive’s annual base salary from time to
      time as the Board deems to be appropriate. 

     

    The
      Executive shall also be eligible to receive bonuses from the Company during
      the
      term of this Agreement in the discretion of the Compensation Committee of the
      Board of Directors. 

     

    4.
      ADDITIONAL COMPENSATION AND BENEFITS 

     

    The
      Executive shall receive the following additional compensation and welfare and
      fringe benefits: 

     

    (a)
      Stock
      Options. Pursuant to a Stock Option Agreement of even date the Executive is
      being granted no statutory stock options with respect to 500,000 shares of
      common stock under the Company’s Amended and Restated 2002 Stock Option and
      Incentive Plan (the “Stock Option Plan”). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
      Vacation. The Executive shall be entitled to up to four (4) weeks of
      vacation during each year during the term of this Agreement and any extensions
      thereof, prorated for partial years. Unused vacation at the end of each year
      of
      employment hereunder, if any, time shall not be carried over. 

     

    (c)
      Business Expenses. The Company shall reimburse the Executive for all reasonable
      expenses he incurs in promoting the Company’s business, including expenses for
      travel, entertainment of business associates, service and usage charges for
      business use of cellular phones and similar items, upon presentation by the
      Executive from time to time of an itemized account of such expenditures.


     

    In
      addition to the benefits provided pursuant to the preceding paragraphs of this
      Section 4, the Executive shall be eligible to participate in such other
      executive compensation and retirement plans of the Company as are applicable
      generally to other officers, and in such welfare benefit plans, programs,
      practices and policies of the Company as are generally applicable to other
      executives of the Company. 

     

    5.
      PAYMENTS UPON TERMINATION 

     

    (a)
      Involuntary Termination. If the Executive’s employment is terminated by the
      Company during the term of this Agreement, the Executive shall be entitled
      to
      receive his base salary accrued through the date of termination. The Executive
      shall also receive any nonforfeitable benefits already earned and payable to
      him
      under the terms of any deferred compensation, incentive or other benefit plan
      maintained by the Company, payable in accordance with the terms of the
      applicable plan. 

     

    If
      the
      termination is not for death as described in Section 7, disability as
      described in paragraph (b), for Cause as described in paragraph (c) or a
      voluntary termination by the Executive as described in paragraph (d), or the
      Company notifies Executive of its intent not to renew this Agreement the Company
      shall also be obligated to make a series of nine (9) equal monthly payments
      to the Executive equal to one-twelfth (1/12th) of the Executive’s annual
      base salary, as in effect on the date of termination. In addition, any unvested
      stock options held by the Executive shall become vested and exercisable for
      a
      period set forth in the Stock Option Plan for such events following the date
      of
      termination. 

     

    (b)
      Disability. The Company shall be entitled to terminate this Agreement, if the
      Board determines that the Executive has been unable to attend to his duties
      for
      at least ninety (90) days in any 12 month period because of a medically
      diagnosable physical or mental condition, and has received a written opinion
      from a physician acceptable to the Board that such condition prevents the
      Executive from resuming full performance of his duties and is likely to continue
      for an indefinite period. Upon such termination, the Company shall pay to
      Executive a monthly disability benefit equal to one-twelfth (1/12th) of his
      current annual base salary at the time he became permanently disabled. Payment
      of such disability benefit shall commence on the last day of the month following
      the date of the termination by reason of permanent disability and cease with
      the
      earliest of (i) the month in which the Executive returns to active
      employment, either with the Company or otherwise, (ii) the end of the
      initial term of this Agreement, or the current renewal term, as the case may
      be,
      or (iii) the fourth month after the date of the termination. Any amounts
      payable under this Section 5(b) shall be reduced by any amounts paid to the
      Executive under any long-term disability plan or other disability program or
      insurance policies maintained or provided by the Company. 

     

    (c)
      Termination for Cause. If the Executive’s employment is terminated by the
      Company for Cause, the amount the Executive shall be entitled to receive from
      the Company shall be limited to his base salary accrued through the date of
      termination, and any nonforfeitable benefits already earned and payable to
      the
      Executive under the terms of deferred compensation or incentive plans maintained
      by the Company. 

     

    For
      purposes of this Agreement, the term “Cause” shall be limited to (i) any
      action or omission by the Executive involving willful disloyalty to the Company,
      such as embezzlement, fraud, misappropriation of corporate assets or a breach
      of
      the covenants set forth in Sections 9, 10 or 11 below; or (ii) the
      Executive being convicted of a felony; or (iii) the Executive being
      convicted of any lesser crime or offense committed in connection with the
      performance of his duties hereunder or involving moral turpitude, fraud or
      that
      causes the Company a substantial and material financial detriment; (iv) the
      material failure or refusal by the Executive to substantially perform his duties
      hereunder as directed by the Board (other than any such failure or refusal
      resulting from the Executive’s incapacity due to physical or mental disability);
      or (v) an act or omission of the Executive which constitutes a material
      breach of this Agreement which is not cured as specified below. Notwithstanding
      the foregoing, no termination pursuant to subsection (iv) or (v) shall
      be treated as termination for cause unless the Board has provided Executive
      with
      at least thirty (30) days prior written notice specifying in reasonable
      detail the alleged breach and giving the Executive a reasonable opportunity
      to
      correct such breach. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)
      Voluntary Termination by the Executive. If the Executive resigns or otherwise
      voluntarily terminates his employment before the end of the current term of
      this
      Agreement, the amount the Executive shall be entitled to receive from the
      Company shall be limited to his base salary accrued through the date of
      termination, and any nonforfeitable benefits already earned and payable to
      the
      Executive under the terms of any deferred compensation or incentive plans of
      the
      Company. 

     

    6.
      EFFECT OF CHANGE IN CORPORATE CONTROL 

     

    (a)
      In
      the event of a Change in Corporate Control, the vesting of any stock options
      or
      other awards granted to the Executive under the terms of the Company’s Stock
      Option Plan shall become immediately vested in full and, in the case of stock
      options, exercisable in full. 

     

    In
      addition, if, at any time during the period of six (6) consecutive months
      following the occurrence of a Change in Corporate Control, the Executive is
      involuntarily terminated (other than for Cause) by the Company, the Executive
      shall be entitled to receive as severance pay in lieu of the monthly payments
      described in Section 5(a) above, a series of twenty-four (24) equal
      monthly payments to the Executive equal to one-twelfth ( 1/12th) of
      the Executive’s annual base salary in effect at the time of the Change in
      Corporate Control. 

     

    (b)
      For
      purposes of this Agreement, a “Change in Corporate Control” shall include any of
      the following events: 

     

    (1)
      The
      acquisition in one or more transactions of more than thirty percent
      (30%) of the Company’s outstanding Common Stock by any corporation, or
      other person or group (within the meaning of Section 14(d)(3) of the
      Securities Exchange Act of 1934, as amended); 

     

    (2)
      Any
      merger or consolidation of the Company into or with another corporation in
      which
      the Company is not the surviving entity, or any transfer or sale of
      substantially all of the assets of the Company or any merger or consolidation
      of
      the Company into or with another corporation in which the Company is the
      surviving entity and in connection with such merger or consolidation, more
      than
      fifty percent of the outstanding shares of Common Stock shall be changed into
      or
      exchanged for other stock or securities of any other person, or cash, or any
      other property. 

     

    (3)
      Any
      election of persons to the Board of Directors which causes a majority of the
      Board of Directors to consist of persons other than (i) persons who were
      members of the Board of Directors on the Effective Date, and (ii) persons
      who were nominated for election as members of the Board by the Board of
      Directors (or a Committee of the Board) at a time when the majority of the
      Board
      (or of such Committee) consisted of persons who were members of the Board of
      Directors on the Effective Date; provided, that any person nominated for
      election by the Board of Directors composed entirely of persons described in
      (i) or (ii), or of persons who were themselves nominated by such Board,
      shall for this purpose be deemed to have been nominated by a Board composed
      of
      persons described in (i). 

     

    (4)
      Any
      person, or group of persons, announces a tender offer for at least thirty
      percent (30%) of the Company’s Common Stock. 

     

    provided
      that,
      no
      acquisition of stock by any person in a public offering or private placement
      of
      the Company’s common stock or other transaction approved by the Company’s Board
      of Directors shall be considered a Change in Corporate Control. 

     

    7.
      DEATH 

     

    If
      the
      Executive dies during the term of this Agreement, the Company shall pay to
      the
      Executive’s estate a lump sum payment equal to the sum of the Executive’s base
      salary accrued through the date of death plus the total unpaid amount of any
      bonuses earned with respect to the fiscal year of the Company most recently
      ended. In addition, the death benefits payable by reason of the Executive’s
      death under any retirement, deferred compensation or other employee benefit
      plan
      maintained by the Company shall be paid to the beneficiary designated by the
      Executive in accordance with the terms of the applicable plan or plans.


     

    8.
      WITHHOLDING 

     

    The
      Company shall, to the extent permitted by law, have the right to withhold and
      deduct from any payment hereunder any federal, state or local taxes of any
      kind
      required by law to be withheld with respect to any such payment. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.
      PROTECTION OF CONFIDENTIAL INFORMATION 

     

    The
      Executive agrees that he will keep all confidential and proprietary information
      of the Company or relating to its business (including, but not limited to,
      information regarding the Company’s methods of operation, product development
      and trade secrets) confidential, and that he will not (except with the Company’s
      prior written consent), while in the employ of the Company or thereafter,
      disclose any such confidential information to any person, firm, corporation,
      association or other entity, other than in furtherance of his duties hereunder,
      and then only to those with a “need to know.” The Executive shall not make use
      of any such confidential information for his own purposes or for the benefit
      of
      any person, firm, corporation, association or other entity (except the Company)
      under any circumstances during or after the term of his employment. The
      foregoing shall not apply to any information which is already in the public
      domain, or is generally disclosed by the Company or is otherwise in the public
      domain at the time of disclosure. 

     

    The
      Executive recognizes that because his work for the Company will bring him into
      contact with confidential and proprietary information of the Company, the
      restrictions of this Section 9 are required for the reasonable protection
      of the Company and its investments and for the Company’s reliance on and
      confidence in the Executive. 

     

    10.
      COVENANT NOT TO COMPETE 

     

    The
      Executive hereby agrees that he will not, either during the employment term
      or
      during the period of twelve (12) months from the time the Executive’s
      employment under this Agreement is terminated, engage in any business activities
      on behalf of any enterprise which competes with the Company in the specific
      business or businesses then conducted by the Company in the United States or
      an
      other geographic area the Company conducts business. The Executive will be
      deemed to be engaged in such competitive business activities if he participates
      in such a business enterprise as an employee, officer, director, consultant,
      agent, partner, proprietor, or other participant; provided that the ownership
      of
      no more than 2 percent of the stock of a publicly traded corporation engaged
      in
      a competitive business shall not be deemed to be engaging in competitive
      business activities. 

     

    The
      Executive agrees that he shall not for himself or for any other person, firm,
      corporation, partnership or other entity, for a period of twelve
      (12) months from the time his employment under this Agreement ceases (for
      whatever reason), directly or indirectly, 

     

    (i)
      solicit or employ any employee, former employee who was employed by the Company
      in the preceding 90 days or full-time consultant of the Company for the purposes
      of hiring or retaining such employee or consultant, 

     

    (ii)
      contact any present or prospective client, customer or vendor of the Company
      to
      solicit such a person to enter into a contract or arrangement with any
      competitor of the Company, or 

     

    (iii)
      make known the names and/or addresses of such clients, customers or vendors
      or
      any information relating in any manner to the Company’s trade or business
      relationships with such clients, customers or vendors. 

     

    11.
      OWNERSHIP OF DEVELOPMENTS 

     

    All
      copyrights, patents, trade secrets, or other intellectual property rights
      associated with any ideas, concepts, techniques, inventions, processes, or
      works
      of authorship develop or created by Executive during the course of performing
      work for the Company or its clients (collectively, the “Work Product”) shall
      belong exclusively to the Company and shall, to the extent possible, be
      considered a work made by the Executive for hire for the Company within the
      meaning of Title 17 of the United States Code. To the extent the Work Product
      may not be considered work made by the Executive for hire for the Company,
      the
      Executive agrees to assign and automatically assigns at the time of creation
      of
      the Work Product, without any requirement of further consideration, any right,
      title, or interest the Executive may have in such Work Product. Upon the request
      of the Company, the Executive shall take such further actions, including
      execution and delivery of instruments of conveyance, as may be appropriate
      to
      give full and proper effect to such assignment. 

     

    Solely
      for purposes of Sections 9, 10, 11 and 12 hereof only, the term “Company” also
      shall include any existing or future subsidiaries of the Company that are
      operating during the time periods described herein and any other entities that
      directly or indirectly, through one or more intermediaries, control, are
      controlled by or are under common control with the Company during the periods
      described herein. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.
      INJUNCTIVE RELIEF 

     

    The
      Executive acknowledges and agrees that it would be difficult to fully compensate
      the Company for damages resulting from the breach or threatened breach of the
      covenants set forth in Sections 9, 10 and 11 of this Agreement and accordingly
      agrees that the Company shall be entitled to temporary and injunctive relief,
      including temporary restraining orders, preliminary injunctions and permanent
      injunctions, to enforce such provisions in any action or proceeding instituted
      in the United States District Court for the Middle District of Florida or in
      any
      court in the State of Florida having subject matter jurisdiction. This provision
      with respect to injunctive relief shall not, however, diminish the Company’s
      right to claim and recover damages. 

     

    It
      is
      expressly understood and agreed that although the parties consider the
      restrictions contained in this Agreement to be reasonable, if a court determines
      that the time or territory or any other restriction contained in this Agreement
      is an unenforceable restriction on the activities of the Executive, no such
      provision of this Agreement shall be rendered void but shall be deemed amended
      to apply as to such maximum time and territory and to such extent as such court
      may judicially determine or indicate to be reasonable. 

     

    The
      Executive acknowledges and confirms that (a) the restrictive covenants
      contained in Sections 9 and 10 hereof are reasonably necessary to protect the
      legitimate business interests of the Company, and (b) the restrictions
      contained in Sections 9 and 10 hereof (including without limitation the length
      of the term of the provisions of 

     

    Sections
      9 and 10 hereof) are not overbroad, overlong, or unfair and are not the result
      of overreaching, duress or coercion of any kind. The Executive further
      acknowledges and confirms that his full, uninhabited and faithful observance
      of
      each of the covenants contained in Sections 9 and 10 hereof will not cause
      him
      any undue hardship, financial or otherwise, and that enforcement of each of
      the
      covenants contained herein will not impair his ability to obtain employment
      commensurate with his abilities and on terms fully acceptable to him or
      otherwise to obtain income required for the comfortable support of him and
      his
      family and the satisfaction of the needs of his creditors. The Executive
      acknowledges and confirms that his special knowledge of the business of the
      Company is such as would cause the Company serious injury or loss if he were
      to
      use such ability and knowledge to the benefit of a competitor or were to compete
      with the Company in violation of the terms of Sections 9 and 10 hereof. The
      Executive further acknowledges that the restrictions contained in Sections
      9 and
      10 hereof are intended to be, and shall be, for the benefit of and shall be
      enforceable by, the Company’s successors and assigns. 

     

    If
      the
      Executive shall be in violation of any provision of Sections 9 and 10, then
      each
      time limitation set forth in the applicable section shall be extended for a
      period of time equal to the period of time during which such violation or
      violations occur. If the Company seeks injunctive relief from such violation
      in
      any court, then the covenants set forth in Sections 9 and 10 shall be extended
      for a period of time equal to the pendency of such proceeding including all
      appeals by the Executive. 

     

    13.
      SEPARABILITY 

     

    If
      any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforceability shall not affect the
      remaining provisions hereof which shall remain in full force and effect.


     

    14.
      ASSIGNMENT 

     

    This
      Agreement shall be binding upon and inure to the benefit of the heirs and
      representatives of the Executive and the assigns and successors of the Company,
      but neither this Agreement nor any rights hereunder shall be assignable or
      otherwise subject to hypothecation by the Executive. 

     

    15.
      ENTIRE AGREEMENT 

     

    This
      Agreement represents the entire agreement of the parties and shall supersede
      any
      and all previous contracts, arrangements or understandings between the Company
      and the Executive. The Agreement may be amended at any time by mutual written
      agreement of the parties hereto. 

     

    16.
      GOVERNING LAW 

     

    This
      Agreement shall be construed, interpreted, and governed in accordance with
      the
      laws of the State of Florida, other than the conflict of laws provisions of
      such
      laws. 

     

    17.
      COUNTERPARTS AND FACSIMILE.
      

     

    This
      Agreement may be executed in two (2) counterparts and by facsimile of
      electronic transmission, each of which shall be considered an original.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed,
      and
      the Executive has hereunto set his hand, as of the day and year first above
      written. 

    
      	 	 	 
	 	 	ORAGENICS, INC.
              
	 
 	 
 	 
 
	
            	
            	
              /s/
                Stanley B. Stein 

            
	 	
              
Stanley
              B. Stein, CEO &
President


    

     

    
      	 	 	 
	 	 	EXECUTIVE:
	 
 	 
 	 
 
	
            	
            	
              /s/
                David B. Hirsch 

            
	 	
              
David
              B. Hirsch


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ADDENDUM
      TO EXECUTVE EMPLOYMENT AGREEMENT


     

    THIS
      ADDENDUM TO THE EXECUTIVE EMPLOYMENT AGREEMENT,
      dated
      as of June 27th,
      2008
      (the “Addendum”), by and between ORAGENICS,
      INC.,
      a
      Florida corporation, (the “Company”), and DAVID
      B. HIRSCH (the
      “Executive”)

     

    WHEREAS,
      on May
      14th,
      2008,
      the parties executed an Executive Employment Agreement, (hereafter referred
      to
      as the “Agreement”),

     

    WHEREAS,
      on May
      27th,
      2008,
      the Board of Directors of The Company promoted David B. Hirsch from Executive
      Vice President of Administration, a Non-Officer of the Company, to Chief
      Operating Officer and Chief Financial Officer of the Company,

     

    WHEREAS,
      the
      parties desire to modify the terms of the Agreement to reflect Mr. Hirsch’s
      position as an Officer of the Company,

     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants herein contained and in the Agreement,
      the
      parties, intending to be legally bound, hereby agree as follows: 

     

    
      	 	
              1.

            	
              The
                Agreement shall be modified as
                follows:

            


    

     

    
      	 	
              a.

            	
              Section
                1 of the Agreement shall now state:

            


    

     

    The
      Company hereby agrees to employ the Executive upon the terms and conditions
      herein contained, and the Executive hereby agrees to accept such employment
      for
      the term described below. The Executive agrees to serve as the Company’s Chief
      Operating Officer and Chief Financial Officer during the term of this Agreement
      and shall report only to the Company’s Board of Directors. In such capacity, the
      Executive shall have such powers and responsibilities consistent with his
      position as the Chief Operating Officer and Chief Financial Officer and as
      the
      Board of Directors may assign to him. 

     

    Throughout
      the term of this Agreement, the Executive shall devote his best efforts and
      substantially all of his business time and services to the business and affairs
      of the Company. 

     

    IN
      WITNESS WHEREOF, the Company has caused this Addendum to be duly executed,
      and
      the Executive has hereunto set his hand, as of the day and year first above
      written. 

    
      
        	 	 	 
	 	 	ORAGENICS, INC.
                
	 
 	 
 	 
 
	
              	
              	
                /s/
                  Stanley B. Stein 

              
	 	
                
Stanley
                B. Stein, CEO &
President


      

       

      
        	 	 	 
	 	 	EXECUTIVE:
	 
 	 
 	 
 
	
              	
              	
                /s/
                  David B. Hirsch 

              
	 	
                
David
                B. Hirsch