**Exhibit 10.24****SEPARATION AGREEMENT AND GENERAL RELEASE**     This Separation Agreement and General Release is entered into this 12th day of October, 2007,by and between HearUSA, Inc. (the “Company”) and Kenneth Schofield (“Schofield” or “Employee”)(collectively the “Parties”).     WHEREAS, Company provides hearing care to patients primarily through hearing care centersoffering a complete range of hearing care products, with operations in the United States andOntario, Canada;     WHEREAS, Schofield has been an employee of the Company, most recently serving as ChiefOperating Officer;     WHEREAS, Schofield desires to resign from the Company;     WHEREAS, the Parties and their respective representatives have engaged in substantialnegotiation and now desire to end Schofield’s employment relationship as set forth herein; and     WHEREAS, on the terms and conditions set forth below, the Parties desire to settle andterminate, with prejudice, any and all potential claims, demands, liability or causes of action, ifany, that do or may exist as of the date hereof between them.     NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is herebyacknowledged, the Parties enter into this Settlement Agreement and General Release (“Agreement”)and agree as follows:**1.****No Admission Of Liability or Wrongdoing**     This Agreement and/or the Separation Amount (as defined herein) made hereunder and any otherconsideration that has been or shall be received by Schofield from any Releasee (as defined herein)are not intended to be, shall not be construed as and are not an admission or concession of anywrongdoing or illegal or actionable acts or omissions, and each Releasee expressly denies that anyof them engaged in any wrongdoing or illegal or actionable acts or omissions. Schofield herebyrepresents and agrees that he has not made and shall not make any written or oral statements,suggestions or representations that any Releasee has made or implied any such admission orconcession. The fact that a settlement was agreed to, and the terms of this Agreement, including,without limitation, that the Separation Amount payment is being made, shall not be offered, reliedupon, used or admitted in any action or proceeding as evidence of any violation of any law or dutyas against any Releasee.**2.****Separation Amount, Other Loan Forgiveness and COBRA**     (a) The Parties hereby agree that in accordance with the terms and conditions of thisAgreement, and following Schofield’s delivery to the Company of a signed and notarized original ofthis Agreement, and following the expiration of the Revocation Period described in Paragraph 4below, the Company will cause to be paid, and Schofield will accept, on behalf of himselfindividually and on behalf of his heirs, executors, administrators, successors and assigns
 

 
(collectively, “Releasor”), the sum of $301,547.50, less applicable withholdings (the“Separation Amount”), as follows:     (i) Upon expiration of the Revocation Period, the Company shall forgive the $50,000loan Schofield owes to the Company evidenced by the Promissory Note executed by Schofield, acopy of which is attached hereto as **Exhibit A**. In addition, upon expiration of theRevocation Period, the Company shall forgive the $10,000 loan Schofield owes to the Companyevidenced by the Promissory Note executed by Schofield, a copy of which is attached heretoas **Exhibit B**. To satisfy applicable withholding obligations, the Company will pay toSchofield $25,000, less the sum of (x) all applicable withholdings on the $25,000 payment,(y) all applicable withholdings on the $50,000 loan forgiveness, and (z) all applicablewithholdings on the $10,000 loan forgiveness.     (ii) Within five days following the expiration of the Revocation Period, Releasor willaccept $31,547.50, in the form of a check by the Company made payable to Schofield, lessapplicable withholdings (together with the forgiveness of the $50,000 loan and the $10,000loan, the “Initial Payment”).     (iii) Thereafter, on each of the following regular Company pay periods, Releasor willaccept, in the form of a check by the Company made payable to Schofield, his regular salaryinstallment for such pay period, less applicable withholdings (the “Separation AmountBalance Payments”), until the $185,000 balance of the Separation Amount (less applicablewithholdings on this and any other consideration paid hereunder and not captured by theabove) is reached.The payments made after October 12, 2007, but on or before March 15, 2008, shall each be deemed tobe a separate payment qualifying under the short-term deferral rule for purposes of Section 409A ofthe Internal Revenue Code of 1986, as amended (the “Code”), and the payments made on or after April1, 2008 shall each be deemed to be a separate payment for purposes of Section 409A of the Code.Notwithstanding the provision of this paragraph 2(a), no payments will be made between March 15,2008 and April 12, 2008. Any payments otherwise due during such time period shall be paid on April12, 2008.     (b) In the event the Company receives a complaint, charge, notice, statement of claim, demandfor arbitration, or similar document alleging that the Company is responsible for unlawful conductcommitted by Schofield, the Company shall deposit the Separation Amount Balance Payments otherwisepayable to Schofield into an interest bearing account. If following trial, arbitration,administrative action, or other proceeding of any kind (“Action”), it is not determined thatSchofield committed unlawful conduct for which the Company is liable, Schofield will receive theamounts deposited into the escrow account, plus the interest it will have earned. If, and only if,it is determined in the Action that Schofield did commit unlawful conduct and such determinationmandates payment by the Company to some third party, the Company shall keep the amounts depositedinto the escrow account, plus the interest it will have earned.
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     (c) Schofield acknowledges that (i) a “qualifying event” within the meaning of theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) occurred with respectto Schofield on (October 9, 2007 [Termination Date]**)**, as a result of which Schofield would losecoverage under the Company’s group health plan as of October 31, 2007; (ii) Schofield has receivedtimely written notice of his right to elect to receive continuation coverage under said grouphealth plan pursuant to COBRA (“COBRA Coverage”) after (November 1, 2007 [following end ofcoverage]); and (iii) Schofield has elected to receive and to pay for COBRA Coverage. In furtherconsideration for all terms of this Agreement, during the period commencing November 1, 2007 andending upon the earliest to occur of (x) October 31, 2008, (y) the effective date of any coverageunder any “group health plan” provided to or obtained by Schofield, or (y) the date that COBRACoverage otherwise would terminate pursuant to the provision of COBRA (“Benefits Period”), theCompany shall continue to provide COBRA Coverage to Employee at the Company’s cost (“BenefitsCoverage”). Upon the expiration of the Benefits Period, the Company shall have no obligation topay for the costs of COBRA Coverage, and any COBRA Coverage to which Schofield may be entitledpursuant to COBRA shall be at Schofield’s sole cost. During the Benefits Period, Schofield shallnotify the Company, attention Director of Human Resources**,**in writing of the occurrence of anyevent, by reason of which Schofield shall or may be eligible for coverage under any “group healthplan” within the meaning of COBRA, and of the terms of such coverage, within ten (10) days fromsuch event and not later than five (5) business days prior to the effective date of such coverage.**3.****Exercise of Vested Stock Options**     The Company and Schofield agrees that, notwithstanding any term to the contrary in optiongrant agreements, Schofield may exercise any stock options vested on the date of this Agreement fora period equal to the shorter of (i) six months from the date of this Agreement, or (ii) theexpiration date of such option. All vesting of any unvested options shall immediately cease on thedate of this Agreement.**4.****Time to Consider and Revocation Period**     By executing this Agreement, Releasor acknowledges that (a) Schofield has been advised by theCompany to consult with an attorney before executing this Agreement; (b) Schofield was providedadequate time (i.e, twenty-one [21] days) to review it and to consider whether to sign theAgreement; and (c) Schofield has been advised that he has seven (7) days following execution torevoke it (“Revocation Period”). Notwithstanding anything to the contrary contained herein, thisAgreement will not be effective or enforceable until the Revocation Period has expired, and noportion of the Separation Amount is payable and shall not be delivered or paid by the Company untilthe Revocation Period has expired. Employee agrees that any revocation shall be made in writingand he will cause such written revocation to be delivered to Stephen J. Hansbrough, President andChief Executive Officer, prior to the expiration of the Revocation Period.**5.****Acknowledgment of Full Payment**     Schofield acknowledges and agrees that (a) the Initial Payment is adequate consideration forall of the terms of this Agreement; (b) the Company’s agreement to pay the Separation
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Amount Balance Payments is further consideration for all terms of this Agreement; (c) theSeparation Amount does not include any benefit, monetary or otherwise, which was earned or accruedor to which Schofield was already entitled; and (e) any monetary or other benefits which, prior tothe execution of this Agreement, Schofield may have earned or accrued or to which Schofield mayhave been entitled, either have been paid, or are hereby released, waived or settled pursuant tothis Agreement.**6.****Cessation of Relationship and No Hire**     Schofield acknowledges that upon the execution of this Agreement, he ceases any employmentrelationship with any Releasee. Schofield hereby waives any right to, and agrees not to, knowinglyseek retention as an employee or to seek employment with any Releasee, including the Company, and,without waiver by any Releasee of the foregoing, the existence of this Agreement shall be a valid,legal, non-discriminatory basis for rejecting any such application or, in the event Schofieldobtains such retention or employment, to terminate such retention or employment.**7.****Releasor’s Release of all Claims**     Releasor hereby irrevocably, unconditionally and generally releases the Company, its currentand former officers, directors, shareholders, employees, owners, partners, members, affiliates,subsidiaries, divisions, related entities, agents, attorneys, and the current and former officers,directors, shareholders, partners, affiliates, subsidiaries, agents, attorneys and employees of anyof the foregoing, and the heirs, executors, administrators, receivers, successors and assigns ofall of the foregoing (collectively, “Releasee”), from or in connection with, and hereby waivesand/or settles with prejudice, any and all actions, causes of action, suits, debts, dues, sums ofmoney, accounts, controversies, agreements, promises, damages, judgments, executions, or anyliability, claims or demands, known or unknown and of any nature whatsoever and which Releasor everhad, now has or hereafter can, shall or may have for, upon, or by reason of any matter, cause orthing whatsoever from the beginning of the world to the date of this Agreement, including, withoutlimitation, arising directly or indirectly pursuant to or out of any aspect of Schofield’srelationship with or any other contact with any Releasee, the payment or nonpayment of anycompensation, the performance of services for any Releasee, the termination of such services, andany liability for any emotional injury, pain or suffering he may have allegedly experienced inconnection with such relationship or other contact. Specifically, without limitation, thisAgreement shall release Releasee from and apply to any rights and/or claims (a) arising under anycontract or other arrangement, express or implied, written or oral; (b) for wrongful dismissal ortermination; (c) arising under any applicable federal, state, local or other statutes, orders,laws, ordinances, regulations or the like, or case law, that relate to employment or employmentpractices and/or, specifically, that prohibit discrimination based upon age, race, religion, sex,national origin, pregnancy, disability, sexual orientation, gender identity, or any other unlawfulbases, including without limitation, the United States Constitution, the Civil Rights Act of 1964,as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and 1871, asamended, the Americans with Disabilities Act of 1990, as amended, the Age Discrimination inEmployment Act, as amended, the Family Medical Leave Act of 1993, as amended, the PregnancyDiscrimination Act of 1978, as amended, the Employee Retirement
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Income Security Act of 1990, as amended, the Workers Adjustment and Relocation Notice Act, asamended, the Fair Labor Standards Act, as amended, the Vietnam Era Veterans’ ReadjustmentAssistance Act, as amended, the Equal Pay Act, as amended, and any similar applicable statutes,orders, laws, ordinances, regulations or the like, or case law, of any state in which any Releaseeis subject to jurisdiction, and/or any political subdivision thereof, and all applicable rules andregulations promulgated pursuant to or concerning any of the foregoing statutes, orders, laws,ordinances, regulations or the like; (d) based upon any other federal, state or local statutes,orders, laws, ordinances, regulations or the like, or case law; (e) for tortious or harassingconduct, infliction of mental distress, interference with contract, fraud, libel or slander; and(f) for damages, including without limitation, punitive or compensatory damages, or for attorneys’fees, expenses, costs, wages, injunctive or equitable relief.**8.****No Attorneys’ Fees**     Schofield and his attorneys specifically acknowledge and agree that none of them are entitledto any award of attorneys’ fees, costs or expenses, and Schofield is not a “prevailing party,”under any federal, state, local or other statute, order, law, ordinance, regulation or the like.**9.****No Access To Company Premises**     Schofield agrees not to enter, for any purpose, upon the premises of any current or futureCompany corporate offices or the premises of any current or future Company owned, leased or managedproperty including, but not limited to the Company’s retail business locations.**10.****No Actions or Proceedings and Non-Participation**     Schofield represents and warrants that he has not filed or commenced any complaints, claims,actions or proceedings of any kind against any Releasee with any federal, state or local court orany administrative, regulatory or arbitration agency or body. If in fact Schofield has commencedany complaints, claims, actions or proceedings of any kind against any Releasee, Schofield agreesto take all steps needed to dismiss or withdraw such complaints, claims, actions or proceedingwith prejudice. Schofield agrees, to the fullest extent permitted by law, not to commence,maintain, prosecute or participate in any action or proceeding in any court, agency, or forumagainst any Releasee with respect to any act, omission, transaction or occurrence up to andincluding the date of the execution of this Agreement. Schofield further agrees, to the fullestextent permitted by law, not to instigate, encourage, assist or participate in an action orproceeding commenced by anyone else against any Releasee, including the Company, and furtheragrees, except as may be prohibited by law, that as a precondition to challenging theenforceability of any provision of this Agreement, or in the event the release contained herein isheld to be unenforceable, in whole or in part, to repay to the Company the Separation Amount.**11.****Non-Disparagement**     The Parties agree not to engage, support, or participate in any act or to make, eitherdirectly or by or through another person, any oral or written statement or communication,
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including, but not limited to any electronic communication, e-mail or blog posting, that isnegative, disparaging or adverse of or concerning the other.**12.****Confidentiality of Separation Agreement**     Except as may be required by law, Schofield shall keep confidential and shall not discloseorally or in writing, directly or indirectly, to any person any and all information concerning anyaspect of Schofield’s relationship with any Releasee, including without limitation (i) any facts,claims or assertions relating or referring to any conduct or practices by or on behalf of anyReleasee; (ii) any facts, claims or assertions relating or referring to any experiences ofSchofield or treatment Schofield received by or on behalf of any Releasee through the date of thisAgreement, which experiences or treatment could have provided a factual or legal basis for anyclaim of any kind in any action or proceeding before any court or administrative or arbitral body;(iii) the existence or terms of this Agreement; and (iv) the amount of any payment made hereunder.Schofield further represents that he has not disclosed to any third party that the Company hasagreed to pay any monies to Schofield, the existence or terms of this Agreement or the amount ofany payment to be made hereunder. Notwithstanding the foregoing, in response to any inquiryconcerning any of the foregoing or otherwise, Schofield may state that any dispute with the Companyhas been resolved. Nothing herein shall preclude Schofield from disclosing the terms of thisAgreement to his accountant, legal counsel, insurer or tax advisors; provided that such accountant,legal counsel, insurer or tax advisors are advised of and agree to be bound by the provisions ofthis paragraph and that Schofield acknowledges that he will be responsible for any violation of theterms of this paragraph by any of those persons.**13.****Confidential Information, Non-Solicitation**     Schofield agrees that certain obligations set forth in the Employment Agreement survive thetermination of his employment, notwithstanding the termination of the Employment Agreement.Specifically, Schofield agrees as follows: (a) Third party confidentiality. Schofield acknowledges that the Company hasdisclosed that it was subject to duties to third parties to maintain information inconfidence and secrecy. Schofield agrees to continue to be bound by any such dutiesowed by the Company to any third party.  (b) Confidentiality. Schofield acknowledges that his work for the Company broughthim into close contact with various confidential business data of the Company, itscontracting parties, affiliates and customers not readily available to the public.Accordingly, Schofield: (i) covenants and agrees that on and after the date hereof, on anybasis for any reason, Schofield shall not use or disclose to anyone, whether ornot for his benefit or otherwise, any confidential matters (collectively,“Confidential Matters”) concerning the Company or its suppliers, consultants,agents, other contracting parties or customers, whether such customers aredeemed former, current or potential customers (collectively, the “Clients”),including without limitation all confidential technical
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   information of the Company, secrets, trade secrets, proprietary software,copyrights, client lists, lists of employees, confidential evaluations,mailing lists, details of consultant contracts, pricing policies, sales dataand reports, margins, operational methods and processes, plans, financialinformation and other confidential business affairs, learned by Schofieldconcerning the Company, its clients or a third party, including withoutlimitation any subsidiaries, partners, affiliates, shareholders, employees,lenders, suppliers, consultants, agents or joint venture partners of theCompany (collectively “Affiliates”); and  (ii) covenants and agrees that (A) all confidential memoranda,notes, lists (including, without limitation, mailing and client lists), recordsand other confidential documents, whether in written, electronic or other form(and all copies thereof) made or compiled by Schofield or made available to himconcerning the Company, its clients and any Affiliates are the sole property ofthe Company, and (B) if such documents are in the possession or control ofSchofield, Schofield shall deliver them, without retaining any copies thereof,to the Company promptly after execution of this Agreement.  (iii) The provisions of subparagraph (b)(i) above shall not apply toany information that: (1) is publicly available or becomes publicly availablethrough no act or fault of Schofield; (2) is made known to Schofield by a thirdparty who did not obtain it directly or indirectly from the Company; (3) isindependently developed by Schofield without use of the Company’s informationas evidence by credible written records of Schofield; or (4) is informationrequired to be disclosed by operation of law, governmental regulation or courtorder provided that, if Schofield determines that such disclosure might berequired, Schofield will promptly notify the Company and provide the Company,to the extent practicable, an opportunity to seek a protective order or otherappropriate remedy to prevent such disclosure. (c) Non-Solicitation. Schofield agrees that for a period of one year from the dateof termination, he shall not, directly or indirectly, alone or in concert with others,(i) solicit or encourage any employee of the Company, or an employee of any person orentity with which the Company has an agreement through which the Company and the personor entity are to act in concert with respect to the business of the Company, to leavetheir respective employment or (ii) hire any employee of the Company.Schofield acknowledges that the Company may cease making the Separation Amount Balance Payments ifhe breaches paragraph 13 of this Agreement, and may recover any Separation Amount Balance Paymentsthe Company may have made to Schofield while he was in breach of this paragraph 13.
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**14.****Future Cooperation**     Schofield agrees to execute any other writings and/or documents consistent with this Agreementand reasonably necessary to effectuate the terms of this Agreement. In addition, Schofield willcomply with all reasonable requests from any Releasee for assistance and/or information inconnection with any matters and/or issues relating to or encompassed within the duties andresponsibilities of Schofield’s employment, including without limitation, consulting with any ofthe employees and/or attorneys of any Releasee with respect to, and/or appearing as a witness in,any dispute, controversy, action or proceeding of any kind. Reasonable out-of-pocket expensesactually incurred by Schofield in connection with his compliance with this paragraph will bereimbursed to Schofield by the Company. Finally, Schofield agrees to appear in any court or othertribunal upon ten (10) business days’ notice if such appearance is necessary to effectuate theterms of this Agreement.**15.****Employment References**     If Schofield requires a job reference from a prospective employer, and provided suchprospective employment does not violate paragraph 13 of this Agreement, Schofield shall contact thePresident and Chief Executive Officer of the Company, who will advise Schofield’s prospectiveemployer of the dates of Schofield’s employment with the Company, Schofield’s title at the Company,and Schofield’s annual salary during the last year of his employment with the Company.**16.****Return of Company Property**     Schofield represents that he has returned to the Company all property of the Company in hispossession or over which he retained control such as keys, automobiles, cell phones, credit cards,access cards, records, documents and files and all copies and recordings thereof. To the extentSchofield subsequently discovers property of the Company in his possession or within his control,he shall immediately return such property and all copies, recordings or duplicates thereof to theCompany.**17.****Survival**     The covenants, representations and acknowledgments made in this Agreement shall survive theexecution of the Agreement and the delivery of the Separation Amount. In the event that Schofieldis found to have made a material misstatement in any term, condition, covenant, representation oracknowledgment in this Agreement, or has committed or commits a breach of any term, condition orcovenant in this Agreement, Schofield shall be liable for any damages suffered or incurred by theCompany by reason of such misstatement or breach.**18.****Entire Agreement and Severability**     This Agreement constitutes the sole and complete understanding and agreement between theParties with respect to the matters set forth herein, and there are no other agreements orunderstandings, whether written or oral and whether made during the course of negotiating thisAgreement or otherwise, with respect to the matters set forth herein. The Parties acknowledge
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that, in executing this Agreement, they are not relying on any representation or statementmade to them by any person other than as set forth herein. No term, condition, covenant,representation or acknowledgment contained in this Agreement may be amended unless in a writingsigned by the Parties. If any section of this Agreement is determined to be void, voidable orunenforceable, it shall have no effect on the remainder of the Agreement which shall remain in fullforce and effect.**19.****Arbitration**     Any future dispute, controversy or claim between Releasor and any Releasee shall be submittedto and finally determined by binding arbitration to be held in New York, New York at the AmericanArbitration Association (“AAA”), before one arbitrator with each party to be responsible for itsown attorneys’ fees and costs incurred in connection therewith. Claims subject to this arbitrationprovision are and shall be (a) those claims which arise out of or relate to this Agreement,including the enforceability and/or violation of any term or provision of this Agreement; (b) anyfuture disputes that may arise between Releasor and Releasee; and/or (c) in the event thatparagraph 7 of this Agreement is determined or deemed to be void or unenforceable, in whole or inpart, those claims which arise out of or relate to any rights or claims, or constituting anyclaims, that are described in and/or are referred to, and were intended to be waived and released,in paragraph 7 of this Agreement. In the event that this arbitration provision is determined by acourt with appropriate jurisdiction to be unenforceable, the Parties waive their right, if any, toa trial by jury of any claim arising out of or in connection with this Agreement, or in the eventthat paragraph 7 of this Agreement is determined or deemed to be void or unenforceable, of anyclaims that are described in and/or referred to, and were intended to be waived and released, inparagraph 7 of the Agreement. Notwithstanding the foregoing, the Company may seek injunctiverelief from any court of competent jurisdiction.**20.****Governing Law**     This Agreement shall in all respects be subject to, governed by and enforced and construedpursuant to and in accordance with the laws of the State of Delaware, without regard to andexcluding its choice of law rules and except that the interpretation and enforceability of thearbitration clause herein shall be governed by the Federal Arbitration Act.**21.****Binding Agreement and Execution**     This Agreement shall be binding upon and inure to the benefit of the successors, heirs,devisees, legatees, executors, administrators, assignees, trustees, affiliates and parent companiesof each of the Parties as provided for herein. This Agreement may be executed in one or morecounterparts. The several executed counterparts shall be considered an original and shall bebinding on the Parties.**22.****Representation of Schofield**     Schofield agrees and acknowledges that (a) he has had an adequate opportunity to review thisAgreement and all of its terms and has been represented by counsel with respect to any potentialclaims he may have had, and this Agreement; (b) he understands all of the terms of this
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Agreement, and such terms are fair, reasonable and are not the result of any fraud, duress,coercion, pressure or undue influence exercised by or on behalf of any Releasee; and (c) he hasagreed to and entered into this Agreement and all of the terms hereof, knowingly, freely andvoluntarily.**23.****Miscellaneous**          a. The captions in this Agreement are inserted for convenience of reference only and in no waydefine, describe or limit the scope or intent of this Agreement or any of the provisions hereof.          b. As used in this Agreement, the masculine shall include the feminine and neuter, thesingular shall include the plural and the plural shall include the singular, as the context mayrequire.          c. No rules of construction against the drafter of this Agreement shall apply in anyinterpretation or enforcement of this Agreement.     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first abovewritten.        Date: 10/12/07 /s/ Kenneth Schofield   KENNETH SCHOFIELD      Date: 10/12/07 HearUSA, Inc.