**Exhibit 99.2**

** **

**RETRACTABLETECHNOLOGIES, INC.**

 

**NOMINATINGCOMMITTEE CHARTER**

 

**A.****            PURPOSE**

 

The Nominating Committee (the “Committee”) isappointed by the Board of Directors (the “Board”): (1) to assist the Boardby identifying qualified candidates for director and to recommend to the Boardthe director nominees for the next annual meeting of shareholders; (2) torecommend to the Board candidates for election by the Board to fill vacanciesoccurring on the Board; and (3) to recommend to the Board director nomineesfor each Board Committee, upon request of 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 who satisfies all criteriafor independence established by The American Stock Exchange (“AMEX”) definition of “independent.”If a member of the Committee ceases to be independent, that member shall notifythe Company immediately.

 

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

 

In fulfilling its duties and responsibilitiesunder this Charter, the Committee shall, among other things:

 

1.             Evaluate and propose nominees for electionand re-election to the Board of Directors at each annual meeting ofstockholders of the Company.

 

2.             Evaluate and recommend to the Boardcandidates for 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’sbusiness, willing to devote the time and attention necessary to deepen andrefine their understanding of the Company and the issues facing it, and musthave an 

 

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understanding of the demands and responsibilities of service on apublic company board of directors. The Committee will also consider suchqualities as independence from the Company, as the definition of “independence”may be revised from time to time. Each nominee will be considered both on hisor her individual merits and in relation to existing or other potential membersof the Board, with a view to establishing a well-rounded, diverse,knowledgeable, and experienced 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:

 

The shareholder must deliver written noticeof such shareholder’s nomination, either by personal delivery or by registeredor certified United States mail, postage prepaid, to the Secretary of theCompany, within the time period for Notice of Shareholder Business as set forthin the Third Amended and Restated Bylaws, as they may be amended.  Such notice shall set forth:

 

A.            The name and address of the shareholder making the nomination and of the personto be nominated;

 

B.            A representation that the shareholder is a holder of record of Common Stock ofthe Company entitled to vote at such meeting (specifying the number of sharesbeneficially held) and intends to appear in person or by proxy at the meeting;

 

C.            A description of all arrangements or understandings between the shareholder andthe nominee and any other person or persons (naming such person or persons)pursuant to which the nomination is being made by the shareholder and anymaterial interest of the shareholder in making the nomination;

 

D.             Such other informationregarding the nominee proposed by such shareholder as would be required to beincluded in a proxy statement filed pursuant to the then current proxy rules ofthe SEC; and

 

E.            The consent of the nominee to serve as a Director if so recommended by theBoard and duly elected at the annual meeting by 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.

 

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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 any otherapplicable rules and regulations promulgated by the SEC.

 

10.           Make regular reports to the Board concerningits activities.

 

11.           Annually review and reassess the adequacy ofthis Charter and recommend any proposed changes to the Board of Directors forapproval.

 

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, AND RESPONSIBILITIES**

 

Notwithstanding anything to the contraryherein, under circumstances where the Company is legally required by contractor otherwise to provide third parties with the ability to nominate and/orappoint directors (e.g., preferred stock rights to elect directors upon dividenddefault), the selection and nomination of such directors is not subject toapproval by the Nominating Committee.

 

**E.****             MEETINGS**

 

The Nominating Committee shall meet at leastonce per year and as often as it deems necessary or appropriate, in its judgment,either in person or in any other manner permitted by law, and at such times andplaces as the Committee determines. The majority of the members of theNominating Committee shall constitute a quorum.

 

The above constitutes the complete NominatingCommittee Charter of Retractable Technologies, Inc. effective as of September 26,2008.

 

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

 

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