EXECUTIVE RETIREMENT AGREEMENT
This Retirement Agreement is entered into this 4th day of February, 2008, by and between HearUSA, Inc.
(the “Company”) and Paul A. Brown, M.D. (“Brown”) (collectively the “Parties”).
WHEREAS, Company provides hearing care to patients primarily through hearing care centers offering a
complete range of hearing care products, with operations in the United States and Ontario, Canada;
WHEREAS, Brown is the founder of the Company, has been an officer and employee of the Company since
its formation and has served on the Company’s Board of Directors, most recently serving in the position of
Chairman of the Board pursuant to an Employment Agreement made as of August 31, 2005;
WHEREAS, as part of the Company’s succession planning, Brown desires to resign from his service as an
executive and employee of the Company;
WHEREAS, on the terms and conditions set forth below, the Parties desire to provide for the terms of
Brown’s retirement as an executive and employee of the Company.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Parties enter into this Agreement and agree as follows:
1. Termination of Employment Agreement
Effective on the date hereof, the Parties hereby terminate the Employment Agreement. Such termination in no
way shall effect Brown’s service as a director on the Company’s Board of Directors.
2. Separation Payments
The Company shall pay to Brown a sum equal to three times Brown’s current base salary of $240,000, which
amount shall be payable in equal monthly installments, less applicable withholding, over three years commencing
February 1, 2008 and ending January 1, 2011 (subject to the terms set out herein). The payments made on or
after February 1, 2008, but on or before March 15, 2009, shall each be deemed to be a separate payment
qualifying under the short-term deferral rule for purposes of Section 409A of the Internal Revenue C