KEY EMPLOYEE SEVERANCE PROGRAM PARTICIPATION AGREEMENT

Exhibit 10.33

SUN-TIMES MEDIA GROUP, INC.
KEY EMPLOYEE SEVERANCE PROGRAM

PARTICIPATION AGREEMENT

          THIS AGREEMENT is entered into on January ___, 2007 by and between Rick Surkamer, an individual residing in the State of Illinois (“Participant”) and Sun-Times Media Group, Inc., a corporation incorporated under the laws of the State of Delaware (“STMG” or the “Company”).

RECITALS

Participant is an employee of Sun-Times Media Group, Inc. or one of its affiliates. Participant has been selected to participate in the STMG Key Employee Severance Program (“KESP”) by the Compensation Committee of the STMG Board of Directors, by the full Board, or by the Chief Executive Officer of STMG. The KESP has been designed to govern the benefits to be enjoyed by Participant upon the termination of Participant’s employment by the Company under certain circumstances defined more particularly herein. A condition of participation in the KESP is the execution by Participant of a participation agreement in a form prescribed by STMG.

THEREFORE, it is hereby agreed as follows:

      1.  Termination .

	a.		Nothing in this Agreement shall limit or restrict the ability of the Company to terminate the employment of Participant, and no contract of employment is intended or created hereby or by Participant’s participation in the Program. The employment of Participant may be terminated in any of the following ways: (i) as a result of death or permanent disability of the Participant; (ii) by the Company for Cause (as defined herein), (iii) by the Participant other than for Good Reason (as defined herein), (iv) by the Company other than for Cause or as a result of death or permanent disability (a “Company Termination”), or (v) by the Participant for Good Reason (hereinafter defined) (a “Good Reason Termination”). The payments and benefits provided for in this Agreement shall be made to Participant only in the event of a Company Termination or a Good Reason Termination.
	b.		In the event of a Company Termination or a Good Reason Termination, the terminating party shall be required to provide the other party with not less than fourteen (14) calendar days’ advance written notice of termination. The Company shall have the right, in its sole discretion, to require the Participant to remain employed by the Company for a period of up to thirty (30) days following notice of termination by either party, as a

condition to Participant’s receipt of the payments and benefits provided hereunder.

      2.  Payments and Benefits Upon Termination :

a.

In the event of a Company Termination or a Good Reason Termination, in either case (x) prior to and not in connection with a Change in Control (as defined herein) or (y) following the twenty-four (24) month period following the occurrence of any such Change in Control, the Participant shall receive the following:

	1.		A lump sum payment (payable within ten (10) days of termination) for any accrued, unused vacation time, reduced by all applicable tax withholding requirements.
	2.		A lump sum payment (payable within ten (10) days of termination) equal to the (A) higher of (i) fifty percent (50%), or (ii) the percentage derived by taking the period of January 1 through December 31 and calculating the number of days the Participant is employed by the Company during the current calendar year (to the termination date) on a percentage basis, multiplied by (B) the higher of (x) twenty-five percent (25%) of Participant’s base salary, or (y) the most recent annual bonus paid to Participant within the twelve month period preceding the date of termination; and
	3.		An amount equal to the Participant’s base salary in effect on the date of termination, payable in twenty-six (26) bi-weekly installments in the same manner that the Participant’s payroll is currently handled, less all appropriate withholding amounts and deductions; and
	4.		Continuation of all then-current benefit programs in which the Participant is entitled to participate on the date of Participant’s termination of employment, subject only to Participant’s continued premium contributions at the same level as on the date of termination. In the event that Participant is precluded by the terms of such programs or by law from participation following termination of employment, the Company shall provide an equivalent benefit in the manner it deems appropriate.

b.

In the event of a Change in Control, and the subsequent termination, within twenty-four (24) months after the Change in Control, of Participant’s services under this Agreement by the Company without Cause or by Participant for Good Reason, the Participant shall receive:

	1.		A lump sum payment (payable within ten (10) days of termination) for any accrued, unused vacation time, reduced by all applicable tax withholding requirements.
	2.		A lump sum payment (payable within ten (10) days of termination) equal to the (A) higher of (i) fifty percent (50%), or (ii) the percentage derived by taking the period of January 1 through December 31 and calculating the number of days the Participant is employed by the Company during the current calendar year (to the termination date) on a percentage basis, multiplied by (B) the higher of (x) twenty-five percent (25%) of Participant’s base salary, or (y) the most recent annual bonus paid to Participant within the twelve month period preceding the date of termination; and
	3.		An amount equal to the Participant’s base salary in effect on the date of termination multiplied by two (2), payable in fifty-two (52) bi-weekly installments in the same manner that the Participant’s payroll is currently handled, less all appropriate withholding amounts and deductions; and
	4.		Continuation of all then-current benefit programs in which the Participant is entitled to participate on the date of Participant’s termination of employment, subject only to Participant’s continued premium contributions at the same level as on the date of termination. In the event that Participant is precluded by the terms of such programs or by law from participation following termination of employment, the Company shall provide an equivalent benefit in the manner it deems appropriate.

      3.  Definitions . As used in this Agreement, the following terms shall have the meanings ascribed below:

	a.		“Cause” shall mean (i) Participant engaging in intentional and willful misconduct, including a breach of the Participant’s duty of loyalty to the Company, to the detriment of the Company, or (ii) Participant being convicted of, or plea of nolo contendere to, a crime involving fraud, dishonesty, inappropriate moral standards, or violence.
	b.		“Good Reason” shall mean the occurrence of both a Change of Control and the Participant experiencing (i) a material reduction in title, authority or responsibilities, (ii) Participant being required to relocate more than fifty (50) road miles from the office where Participant currently works, or (iii) the failure of the Company to obtain an explicit undertaking from any successor to honor the terms of this Severance Program. For a Good Reason Termination to be valid, the affected Participant must give notice to the Company of the reasons giving rise to the Good Reason and provide

			the Company ten (10) days to cure said Good Reason. In addition, the Company must be notified of a Good Reason Termination within six (6) months of the effective date of the action giving rise to the cause of the Good Reason.
	c.		A “Change in Control” will be deemed to occur upon:

	1.		the acquisition after the date of this Agreement by any “person” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (excluding for this purpose, (i) the Company or any subsidiary of the Company or (ii) any employee benefit plan of the Company or of any subsidiary of the Company or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan which acquires after the date of this Agreement beneficial ownership of voting securities of the Company, or (iii) RSM Richter Inc. (“ Richter ”), in its capacity (but solely in its capacity) as (x) interim receiver, receiver and manager of the assets, undertakings and properties of Ravelston Corporation Limited (“ RCL ”) and Ravelston Management Inc. (“ RMI ”) pursuant to the Receivership Order of the Ontario Superior Court of Justice dated April 20, 2005, and (y) monitor of RCL and RMI pursuant to the CCAA Initial Order of the Ontario Superior Court of Justice dated April 20, 2005 (Richter, in its capacities as interim receiver, receiver, manager and monitor pursuant to the foregoing orders of the Ontario Superior Court of Justice, is referred to as the “ Receiver ”), and any Person which as of April 20, 2005 was a direct or indirect subsidiary of RCL or RMI (a “ Ravelston Subsidiary ”); provided, that each such Ravelston Subsidiary shall only be deemed to be covered by this clause (iii) for so long as (A) it is and remains a Ravelston Subsidiary, (B) Richter remains Receiver, and (C) Richter, in its capacity as Receiver, beneficially owns no more voting securities of the Company than were beneficially owned by RCL and RMI on April 20, 2005) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or
	2.		the members of the Board as of the Effective Date (collectively, “ Incumbent Directors ”) and any new direct