Exhibit 99.2

 

**RETRACTABLETECHNOLOGIES, INC.**

 

**COMPENSATION AND BENEFITS COMMITTEE CHARTER**

 

 

**A**.                                    **PURPOSES OF THE COMMITTEE**

 

Thepurposes of the Compensation and Benefits Committee of the Board of Directors(the “Committee”) of Retractable Technologies, Inc. (the “Company”) areto:  (1) discharge the Board ofDirectors’ responsibilities relating to the compensation of the Company’sexecutives and directors; (2) prepare, if necessary, an annual report oncompensation to be included in the Company’s annual meeting proxy statement andsuch other reports on compensation that may be required; and (3) administerthe Company’s equity and other incentive compensation plans in effect on thedate hereof, as amended from time to time, and any additional plans adopted bythe Company.

 

**B.****                                   ****COMPOSITION**

 

1.                                       The Committee shall be comprised of nofewer than three members. Committee members shall be elected by the Board andmay be replaced by the Board. Unless a chair is elected by the full Board, themembers of the Committee may designate a chair by majority vote of the fullCommittee.

 

2.                                       The Committee shall consist entirely of“independent” members of the Board. “Independent” means a director who meetsthe NYSE Amex LLC (“AMEX”) definition of “independent”.  If a member of the Committee ceases to beindependent, that member shall notify the Company immediately.

 

**C.****                                   ****POWERS, DUTIES, ANDRESPONSIBILITIES**

 

Infulfilling its duties and responsibilities under this Charter, the Committeeshall, among other things:

 

1.                                       Review and approve corporate goals andobjectives related to executive officer compensation. Specifically, theCommittee shall approve corporate goals and objectives relevant to theCompany’s Chief Executive Officer (“CEO”) compensation, and in light of suchgoals and objectives, evaluate the performance of the CEO and shall setcompensation for the CEO.  In consideringthe appropriate compensation of the CEO, the Committee shall consider allmaterial elements of his compensation as specified in Item 402(b) ofRegulation S-K.

 

2.                                       Together with management review theperformance of executive officers other than the CEO and set their compensationin accordance with established goals and objectives. In considering theappropriate compensation of executive officers, the Committee shall considerall material elements of compensation as specified in Item 402(b) ofRegulation S-K.

 

3.                                       Review and evaluate an appropriatecompensation program for members of the Board of Directors that will fairlycompensate them for their service while seeking to align the interests of Boardmembers with the long term interests of the Company and its stockholders. TheCommittee, from time to time, shall recommend the amount and form of directors’compensation. In performing its duties, the Committee shall take into accountthe burdens on and obligations and commitments required of directors, theadditional time commitments required in connection with service on and actingas Chair of certain committees, and the types and amounts of compensation paidto directors of other companies in the Company’s peer group.

 

4.                                       In the absence of action by the Board,serve as the grantor and administrator for the Company’s equity and otherincentive compensation plans.

 

5.                                       Retain and terminate any outsidecompensation consultant and other advisors deemed necessary by the Committee aswell as approve the fees charged by such consultants and advisors and otherretention terms.

 

6.                                       Perform any other activities required byapplicable law, rules or regulation, including the rules of theSecurities and Exchange Commission and any stock exchange or market on whichthe Company’s securities may 

 

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be listed from time totime, and perform such other activities that are consistent with this Charter,set forth in the Company’s Third Amended and Restated Bylaws, as they may beamended from time to time, and governing laws as the Committee or the Board ofDirectors deems necessary or appropriate.

 

7.                                       Report to the Board of Directors regardingits meetings.  The Committee shall also,if necessary, prepare a Compensation Committee Report (as defined by Item407(e)(5) of Regulation S-K) to be included in the Company’s annual reportafter a review and discussion of the Company’s Compensation Discussion andAnalysis with management and shall prepare such other reports as may berequired.

 

8.                                       Review and reassess the adequacy of thisCharter annually and recommend any proposed changes to the Board.

 

**D.****                                   ****MEETINGS**

 

TheCommittee shall meet periodically at the request of two-thirds of the membersof the Board of Directors, or at the request of management, and as often as it deems necessary or appropriate, in itsjudgment, either in person or in any other manner permitted by law and at suchtimes and places as the Committee determines. The majority of the members ofthe Committee shall constitute a quorum.

 

Theabove constitutes the complete Compensation and Benefits Committee Charter ofRetractable Technologies, Inc. effective as of December 20, 2009.

 
|                          |                  |
|-------------------------------|-----------------------|
|                          | s/ Thomas J. Shaw     |   |
|                          | THOMAS J. SHAW        |
|                          | Chairman of the Board |
|                          |                  |
| ATTEST:                       |                  |
|                          |                  |
| s/ Michele M. Larios          |                  |   |
| MICHELE M. LARIOS,  Secretary |                  |
|                               |                       |  |  |

 

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