Exhibit 10.37


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is  made
this 22nd day of July, 2008 by and between, Consonus Technologies, Inc.,  a Delaware corporation  (“Parent”),
having offices at 301 Gregson Drive, Cary, North Carolina 27511, and William M.
Shook, an individual residing at 116 Bosswood Ct., Cary NC 27511  (“Executive”).


 


RECITALS


 


A.                                   The
parties hereto are parties to that certain Employment Agreement dated as of January 22,
2007 (the “Employment Agreement”).


 


B.                                     The
parties desire to amend the Employment Agreement as and to the extent set forth
herein.


 


AGREEMENTS


 


NOW, THEREFORE, in consideration of the recitals, the mutual covenants
and agreements set forth herein and in the Employment Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.                                       Amendments.


 


(a)                                  The
final recital discussing GE Debt is hereby deleted in its entirety.


 


(b)                                 The
first phrase of Section 1 is hereby amended by deleting the words “and the
repayment of the GE Debt from the proceeds of such initial public offering”.  In addition, Executive’s title in such Section shall
be changed from “Executive Vice President, Head of Sales and Marketing” to “Executive
Vice President, Channels and Alliances”.


 


(c)                                  Section 2
is hereby amended by deleting reference to “three (3) years” and replacing
it with reference to “eighteen (18) months”, and deleting reference to the “third
anniversary” and replacing it with “eighteen (18) month anniversary”.


 


(d)                                 Section 4(b) is
hereby amended by deleting the words “by STI until repayment of the GE Debt and”
in the second line of such Section.


 


(e)                                  Section 4(d) is
deleted in its entirety, and in its place the following shall be inserted:


 


“Executive shall be eligible to
receive incentive compensation in accordance with the Executive Incentive
Compensation Plan approved and implemented by the Compensation Committee of the
Board of Directors (the “Incentive Compensation”).”


 


Furthermore, Exhibit B shall be deleted in its entirety.


 

















 


(f)                                    Section 5(f) of
the Employment Agreement is hereby amended by deleting the phrase “Following
the repayment of the GE Debt”, and replacing it with “Following the Effective
Date”.


 


2.                                       Except
as specifically amended or modified by this Amendment, the terms and conditions
of the Employment Agreement shall remain unimpaired, unaffected and unchanged
in every particular as set forth therein. 
Capitalized terms used and not otherwise defined herein shall have the
meanings set forth in the Employment Agreement.


 


3.                                       This
Amendment may be executed in several counterparts and delivered by facsimile
transmission, each of which shall be deemed an original, but which counterparts
shall together constitute one and the same Amendment.


 


[THE NEXT PAGE IS THE
SIGNATURE PAGE.]


 

















 


IN WITNESS
WHEREOF, the undersigned have caused this First Amendment to Employment
Agreement to be executed and delivered as of the date first written above.


 


 


	
   

  	
  CONSONUS TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Nana Baffour, Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  William M. Shook