FORM OF

Exhibit 10.28

FORM OF

HEARUSA, INC.
STOCK UNIT AWARD AGREEMENT
For Officers (Performance Vesting)
_________, 20___

2007 Incentive Compensation Plan

     THIS AGREEMENT is effective _________, 20___, between HearUSA, Inc. (the “Company”) and ________________________ (the “Participant”).

     WHEREAS, the Company has adopted and maintains the HearUSA, Inc. 2007 Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing the directors, officers and employees of the Company and its Affiliates with an appropriate incentive to encourage them to continue in the service and employ of the Company or Affiliate and to improve the growth and profitability of the Company;

     WHEREAS, the Plan provides for the grant to Participants in the Plan of Restricted Stock Units (the “Stock Unit Awards”); and the Company wishes to grant performance-based Stock Unit Awards to the Participant in consideration for his/her employment with the Company and to incentivize him/her to achieve the performance objectives set by the Compensation Committee and the Board of Directors of the Company, all as more particularly set forth herein.

     NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties hereto hereby agree as follows:

     1. Grant of Stock Unit Awards. Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants to the Participant ______ Stock Unit Awards. Each Stock Unit Award represents the obligation of the Company to transfer one share of common stock (“Common Stock”) of the Company to the Participant at the time provided in this Agreement, provided such Stock Unit Award is earned and vested at such time.

     2. Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Company’s Compensation Committee (the “Committee”), shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan.

     3. Bookkeeping Account. The Company shall record the number of Stock Unit Awards granted hereunder to a bookkeeping account for the Participant (the “Stock Unit Account”). The Participant’s Stock Unit Account shall be debited by the number of Stock Unit Awards, if any, forfeited in accordance with this Agreement and by the number of shares of Common Stock transferred to the Participant with respect to such Stock Unit Awards. The Participant’s Stock

Unit Account also shall be adjusted from time to time for stock dividends, stock splits and other such transactions in accordance with the Plan.

     4. Terms and Conditions of Stock Unit Awards. The Stock Unit Awards evidenced hereby are subject to the following terms and conditions:

(a) Performance-Based Vesting. The Stock Unit Awards granted to the Participant hereby shall become vested in accordance with the vesting schedule set forth in Part 1 of Schedule I hereto, which schedule incorporates certain performance objectives.

In the event of a Change in Control before the end of the performance period set forth on Schedule I (the “Performance Period”), the Stock Unit Awards granted to the Participant hereby shall become vested in accordance with the vesting schedule set forth in Part 2 of Schedule I.

(b) Forfeiture Upon Termination of Service. Except as otherwise provided in (a) above, upon cessation of the Participant’s employment with the Company for any reason before [date], the number of shares of Stock Unit Awards subject to this Agreement that have not become vested shall be forfeited, except as the Committee may otherwise determine in its sole discretion.

     5. Distribution of Common Stock. Subject to the provisions below, as soon as practical after each vesting date, the Company shall transfer shares of Common Stock to the Participant equal in number to the Stock Unit Awards credited to the Participant’s Stock Unit Account that have been earned and have vested and were not previously transferred to Participant. Such transfer shall be made within 30 days following each vesting date or, if not so practicable, as soon thereafter as practicable.

     6. Source of Payment. Shares of Common Stock transferable to the Participant, or upon death to his or her beneficiary, under this Agreement shall be authorized but unissued shares. The Company shall have no duties to segregate or set aside any assets to secure the Participant’s right to receive shares of Common Stock under this Agreement. The Participant shall not have any rights with respect to transfer of shares of Common Stock under this Agreement other than the unsecured right to receive shares of Common Stock from the Company.

     7. Units Non-Transferable. Stock Unit Awards awarded hereunder shall not be transferable by the Participant. Except as may be required by the federal income tax withholding provisions of the Code or by the tax laws of any State, the interests of the Participant and his or her beneficiaries under this Agreement are not subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt by the Participant or a beneficiary to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void.

     8. Shareholder Rights. The Participant shall not have any of the rights of a shareholder of the Company with respect to Stock Unit Awards, such as the right to vote.

     9. Death Benefits. In the event of the death of the Participant, the Company shall transfer shares of Common Stock equal in number to the earned and vested Stock Unit Awards, if any, credited to the Participant’s Stock Unit Account to the Participant’s legal representative or beneficiaries. Such transfer shall be made within 30 days following death or, if not so practicable, as soon thereafter as practicable.

     The Participant may designate a beneficiary or beneficiaries (contingently, consecutively, or successively) of such death benefit and, from time to time, may change his or her designated beneficiary. A beneficiary may be a trust. A beneficiary designation shall be made in writing in a form prescribed by the Company and delivered to the Company while the Participant is alive. If there is no designated beneficiary surviving at the death of the Participant, payment of any death benefit of the Participant shall be made to the surviving spouse of the Participant, if any, and if no such surviving spouse to the estate of the Participant.

     10. Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

     11. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

     12. Amendment. This Agreement may be amended by mutual consent of the parties hereto by written agreement.

     13. Participant Acknowledgment. By accepting this grant, the Participant acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Stock Unit Awards granted hereunder shall be final and conclusive.

SCHEDULE I
to Performance-Based Stock Unit Award Agreement