Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Form of Nonqualified Option Grant Agreement under Amended and Restated 2007 Incentive Compensation Plan. Attached as Exhibit 10.1 is a form of Nonqualified Option Grant Agreement to be used by HearUSA, Inc. (the "Company") from time to time in connection with certain option grants, including grants to the Company's non-employee directors, under the stockholder-approved HearUSA Amended and Restated 2007 Incentive Compensation Plan.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Form of Nonqualified Option Grant Agreement (pursuant to Amended and Restated 2007 Incentive Compensation Plan)

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