Exhibit 99.3

 

**RETRACTABLE TECHNOLOGIES, INC.**

 

**NOMINATING COMMITTEE CHARTER**

 

**A.****                                   ****PURPOSE**

 

TheNominating Committee (the “Committee”) is appointed by the Board of Directors(the “Board”): (1) to assist the Board by identifying qualified candidatesfor director and to recommend to the Board the director nominees for the nextannual meeting of shareholders; (2) to recommend to the Board candidatesfor election by the Board to fill vacancies occurring on the Board; and (3) torecommend to the Board director nominees for each Board Committee, upon requestof the Board.

 

**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 whosatisfies all criteria for independence established by the 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.                                       Evaluate and propose nominees forelection and re-election to the Board of Directors at each annual meeting ofstockholders of the Company.

 

2.                                       Evaluate and recommend to the Board candidatesfor election by the Board to fill vacancies occurring on the Board.

 

3.                                       Assist in attracting and recruitingqualified candidates to serve on the Board.

 

4.                                       Determine desired Board member skills andattributes and conduct searches for prospective directors whose skills andattributes reflect those desired. At a minimum, nominees for service on theBoard must be well regarded and experienced participants in their field(s) ofspecialty, familiar at the time of their appointment with the Company’s business,willing to devote the time and attention necessary to deepen and refine theirunderstanding of the Company and the issues facing it, and must have anunderstanding of the demands and responsibilities of service on a publiccompany board of directors. The Committee will also consider such qualities asindependence from the Company, as the definition of “independence” may berevised from time to time. Each nominee will be considered both on his or herindividual merits and in relation to existing or other potential members of theBoard, with a view to establishing a well-rounded, diverse, knowledgeable, andexperienced Board.

 

5.                                       Consider all bona fide candidatesrecommended by shareholders for nomination for election to the Board. TheCommittee will consider such candidates using the same screening criteria asare applied to all other potential nominees for election, provided that theshareholder nominations are submitted in a timely and complete manner, underthe requirements of the Securities and Exchange Commission (the “SEC”) and theCompany’s Third Amended and Restated Bylaws, as they may be amended from timeto time as follows:

 

Theshareholder must deliver written notice of such shareholder’s nomination,either by personal delivery or by registered or certified United States mail,postage prepaid, to the Secretary of the Company, within the time period forNotice of Shareholder Business as set forth in the Third Amended and RestatedBylaws, as they may be amended.  Suchnotice shall set forth:

 

1

----

 

A.                                   The name and address of the shareholdermaking the nomination and of the person to be nominated;

 

B.                                     A representation that the shareholder isa holder of record of Common Stock of the Company entitled to vote at suchmeeting (specifying the number of shares beneficially held) and intends toappear in person or by proxy at the meeting;

 

C.                                     A description of all arrangements orunderstandings between the shareholder and the nominee and any other person orpersons (naming such person or persons) pursuant to which the nomination isbeing made by the shareholder and any material interest of the shareholder inmaking the nomination;

 

D.                                    Such other information regarding thenominee proposed by such shareholder as would be required to be included in aproxy statement filed pursuant to the then current proxy rules of the SEC;and

 

E.                                      The consent of the nominee to serve as aDirector if so recommended by the Board and duly elected at the annual meetingby the shareholders.

 

6.                                       Evaluate and make recommendations to theBoard concerning the appointment of directors to Board committees and theselection of Board committee chairs, upon request of the Board.

 

7.                                       As necessary in the Committee’s judgmentfrom time to time, retain and compensate third party search firms to assist inidentifying or evaluating potential nominees to the Board.

 

8.                                       Evaluate and consider matters relating tothe qualifications of directors.

 

9.                                       Review and maintain oversight of mattersrelating to the independence of Board and committee members, keeping in mindthe independence standards of the Sarbanes-Oxley Act of 2002, the rules ofthe AMEX and anyother applicable rules and regulations promulgated by the SEC.

 

10.                                 Make regular reports to the Board concerningits activities.

 

11.                                 Annually review and reassess the adequacyof this Charter and recommend any proposed changes to the Board of Directorsfor approval.

 

12.                                 Annually prepare a report detailingdisclosure issues relating to the nomination process required to be included inthe Company’s Proxy Statement, if any.

 

**D.****                                   ****LIMITATION ON POWERS, DUTIES, ANDRESPONSIBILITIES**

 

Notwithstandinganything to the contrary herein, under circumstances where the Company islegally required by contract or otherwise to provide third parties with theability to nominate and/or appoint directors (e.g., preferred stock rights toelect directors upon dividend default), the selection and nomination of suchdirectors is not subject to approval by the Nominating Committee.

 

**E.****                                     ****MEETINGS**

 

TheNominating Committee shall meet at least once per year and as often as it deemsnecessary or appropriate, in its judgment, either in person or in any othermanner permitted by law, and at such times and places as the Committeedetermines. The majority of the members of the Nominating Committee shallconstitute a quorum.

 

2

----

 

Theabove constitutes the complete Nominating Committee Charter of RetractableTechnologies, Inc. effective as of December 20, 2009.

 
|                       |              |
|----------------------------|-------------------|
|                       | s/ Thomas J. Shaw |   |
|                       | THOMAS J. SHAW    |
| ATTEST:                    |              |
|                       |              |
| s/ Michele Larios          |              |   |
| MICHELE LARIOS,  Secretary |              |
|                            |                   |  |  |

 

3

----