Description of Material Terms of Compensation

EX-10.35 2 c13114exv10w35.txt DESCRIPTION OF MATERIAL TERMS OF COMPENSATION EXHIBIT 10.35 [SUN-TIMES MEDIA GROUP LOGO] February 8, 2007 Mr. William Barker, III 1612-A North Mohawk Street Chicago, IL 60614 Dear Bill: We are delighted to offer you the position of Chief Financial Officer of the Sun Times Media Group. The key financial terms would be as follows: Base Salary $310,000 Target Bonus 75% of salary, 2X maximum LTIP Up to 75% of salary -50% in restricted stock vested over four years -50% in cash, performance based with 2X maximum Signing Bonus $100,000 Change of Control 2X salary and target bonus Termination Without Cause One year salary and target bonus

There are normal benefits, which we will review with you. Once you have signed off on the financial terms, we will prepare a formal letter. We have certain pre-hiring procedures, which need to be completed before you start. We would like you to begin as soon as possible after the necessary steps. We look forward to welcoming you as a senior member of our team. Sincerely, Cyrus F. Freidhelm, Jr. /dae