Exhibit
10.1
SECOND
AMENDMENT TO
AMENDED
AND RESTATED
ORAGENICS,
INC.
2002
STOCK OPTION AND INCENTIVE PLAN
This
Second Amendment to the Oragenics, Inc. (the “Company”) Amended and Restated
2002 Stock Option and Incentive Plan is made pursuant to Section 5.1 of the
Stock Option and Incentive Plan.
Recitals:
WHEREAS, the 2002 Stock Option
and Incentive Plan was originally adopted by the Company and approved by the
shareholders on September 17, 2002; and
WHEREAS, the shareholders
approved the Amended and Restated 2002 Stock and Incentive Plan (the “Plan”) at
the Company’s annual meeting on May 5, 2006.
WHEREAS, the shareholders
approved the First Amendment to the Amended and Restated 2002 Stock and
Incentive Plan (the “Plan”) at the Company’s annual meeting on April 8,
2008.
NOW THEREFORE,
Section 5.1 titled “SHARES OF STOCK SUBJECT TO PLAN” is hereby
amended as follows:
The
reference to “5,000,000” is replaced with “12,500,000”, to reflect an increase
in the shares reserved for use under the Plan.
All other
terms and conditions of the Amended and Restated 2002 Stock Option and Incentive
Plan remain in full force and effect. The Second Amendment to the Amended and
Restated 2002 Stock Option and Incentive Plan was approved by the Board of
Directors on August 12, 2009 and submitted to the Company’s shareholders for
approval in connection with the Company’s October 28, 2009 Annual
Meeting.