SECOND AMENDED AND RESTATED
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(“Agreement”) is made and entered into as of the 10
day of December, 2009, by and between HearUSA, Inc.,
a Delaware corporation (the “Company”), and Stephen J. Hansbrough (“Employee”).
(a) Employee has been serving the Company prior to the date hereof pursuant to the terms
of an Amended and Restated Employment Agreement dated effective February 25, 2008.
(b) From and after December 10, 2009, the Company and Employee wish to continue
their relationship, but pursuant to the terms and conditions provided herein.
In consideration of the mutual promises hereinafter set forth, IT IS HEREBY AGREED as follows:
Employment . Employee shall continue to be employed by the Company, with such
continued employment to be under the terms and conditions set forth herein, and Employee hereby accepts such
continued employment upon the terms and conditions set forth herein. The Amended and Restated Employment
Agreement between the parties dated effective February 25, 2008, is hereby superseded in its entirety by this
Term of Employment . The term of this Agreement shall commence on the date first
set forth above and shall end on the third anniversary of such date (the “Initial Employment Period”), and shall
continue in effect for successive periods of one year thereafter unless either the Company or Employee gives
written notice of non-renewal at least 90 days prior to the end of the then current term of this Agreement, or
unless sooner terminated as provided in Section 6, 7 or 8 hereof. No such notice of non-renewal may be
provided prior to January 1, 2012. The Initial Employment Period and any renewal terms of this Agreement are
referred to herein as the “Term of Employment.”
Location of Employment . Employee will continue to be locate