Exhibit 10.4


 








December 19, 2016


 


New York REIT, Inc.


New York Recovery Operating Partnership, L.P.


405 Park Avenue


New York, New York 10022





 


Ladies and Gentlemen:


 


Reference is made to that certain (i) Seventh
Amended and Restated Advisory Agreement (the “Advisory Agreement”) dated as of June 26, 2015, by and among New
York REIT, Inc. (the “Company”), New York Recovery Operating Partnership, L.P. (the “Operating Partnership”)
and New York Recovery Advisors, LLC (the “Advisor”), (ii) Amendment No. 2 thereto dated as of the date hereof
(the “Advisory Amendment”), and (iii) First Amendment to Amended and Restated Management Agreement (the “Management
Amendment” and together with the Advisory Amendment, the “Amendments”) dated as of the date hereof,
by and among the Company, the Operating Partnership and New York Recovery Properties, LLC (the “Manager”).


 


In connection with the execution of the
Amendments and in consideration of the promises made herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intended to be legally bound, agree as follows:


 


Retention of Advisor Personnel 


 


In order to incentivize and retain the personnel
of the Advisor and its affiliates agreed between Advisor and the Company on the date hereof (each, an “Advisor Employee”),
the Advisor and the Company hereby agree to the following terms:


 


		·	2016 Bonuses: The amount of the 2016 bonus to be paid to each Advisor Employee shall be no less than 75% of such employee’s
2015 bonus. The 2016 bonus for each Advisor Employee shall be paid in accordance with the Advisor’s past practices, which
require, among other things, that an Advisor Employee remain employed by the Advisor or its affiliates through the date his or
her bonus is to be paid in order to receive such bonus.



 


		·	2017 Retention Awards:



 


		o	On or before December 21, 2016, the Company and the Advisor shall enter into an escrow agreement pursuant to which, on December
26, 2016, the Company shall deposit with Chicago Title Insurance Company, as escrow agent, an amount equal to $683,887.50 (the
“Escrow Funds”) by wire transfer of immediately available funds. Any expenses associated with maintaining an
escrow account for the Escrow Funds shall be solely those of the Advisor. The Escrow Funds shall be paid as retention bonuses in
accordance with the following bullet to each Advisor Employee in the aggregate amount agreed between Advisor and the Company for
each Advisor Employee (the “Retention Amount”). For the avoidance of doubt and notwithstanding anything to the
contrary contained in the Advisor Agreement, the Escrow Funds shall not be refundable to the Company for any reason other than
by reason of equitable adjustment to account for the any Advisor Employees who are no longer employed by the Advisor or its affiliates
as of the date of payment. Should any equitable adjustment be required to account for the termination of employment of any Advisor
Employees prior to payment of such agreed Retention Amount, such amount will be released from Escrow to the Company within five
(5) business days of the date of such Advisor Employee’s termination.



 






     


     


    

 


		o	The Advisor shall pay each Advisor Employee who remains employed by the Advisor or its affiliate through (x) the date the Company
files its 2016 Form 10-K (the “10-K Date”), an amount equal to two-thirds (2/3) of such Advisor Employee’s
Retention Amount and (y) upon the earlier of (i) the final day of the Initial Extension Period, and (ii) the termination of the
Advisory Agreement (as applicable, the “Expiration Date”), the remainder of such Advisor Employee’s Retention
Amount. All Retention Amounts payable in accordance with the foregoing sentence shall be paid by the Advisor on the 10-K Date or
the Expiration Date, as applicable. Notwithstanding the foregoing, upon a Change of Control (as defined in the Advisory Agreement)
prior to the 10-K Date or Expiration Date, the entirety of the Retention Amounts shall be paid to the Advisor Employees that remain
employed by the Advisor or its affiliates on such date.



 


		o	For each applicable Additional Extension Period (as defined in the Advisory Agreement), the Company shall pay to the Advisor,
no later than five (5) business days prior to the beginning of such Additional Extension Period, an additional amount equal to
$227,962.50 (which amount shall be equitably adjusted to account for any Advisor Employee that, as of the beginning of such Additional
Extension Period, is no longer employed by the Advisor or its affiliates) by wire transfer of immediately available funds to the
account specified by the Advisor in writing at least seven (7) business days prior to the beginning of such Additional Extension
Period. Such amount shall be paid as retention bonuses in accordance with the following bullet to each Advisor Employee in the
aggregate amount (the “Additional Amount”) agreed between Advisor and the Company for each Advisor Employee.
For the avoidance of doubt and notwithstanding anything to the contrary contained in the Advisor Agreement, such amount shall not
be refundable to the Company for any reason other than by reason of equitable adjustment to account for the any Advisor Employees
who are no longer employed by the Advisor or its affiliates as of the date of payment. Should any equitable adjustment be required
to account for the termination of employment of any Advisor Employees prior to payment of such agreed Additional Amount, such amount
will be released from Escrow to the Company within five (5) business days of the date of such Advisor Employee’s termination.



 






     


     


    

 


		o	The Advisor shall pay, on the Advisor’s last regularly scheduled payroll date during each Additional Extension Period,
each Advisor Employee who remains employed by the Advisor or its affiliate through such date, such Advisor Employee’s Additional
Amount.



 


		·	Advisor Employee Non-Competes: Upon expiration or earlier termination of the Advisor Agreement, the Advisor agrees to
release all Advisor Employees (other than Nick Radesca, Michael Ead and Zachary Pomerantz) from their respective non-compete agreements
to the extent such Advisor Employees become direct or indirect employees of the Company or its advisor or a successor to the Company
or its advisor.



 


Miscellaneous


 


The initial press release and Form 8-K filings
made by the Company regarding the amendment and extension of the Advisory Agreement shall be subject to prior review and comment
by the Advisor, and the Company shall consider such comments in good faith.


 


The aforementioned terms are contingent
upon execution and effectiveness of the Amendments. This letter agreement may be executed (including by facsimile, PDF or other
electronic transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be
an original as against any party whose signature appears thereon, and all of which shall together constitute on and the same instrument.


 


[Signature Page Follows]


 




     


     


    

 


If such terms are acceptable, please acknowledge
by signing below and returning your signed copy, together with your signed copies of the Amendments.


 


	 	 Sincerely,
	 	 
	 	NEW YORK RECOVERY ADVISORS, LLC
	 	 	 
	 	By:	New York Recovery Special Limited Partnership, LLC, its sole member
	 	 	 
	 	By:	American Realty Capital III, LLC, its sole member
	 	 	 
	 	By:	AR Global Investments, LLC, its managing member
	 	 	 
	 	By:	/s/ Edward M. Weil, Jr.
	 	Name:	Edward M Weil, Jr.
	 	Title:	Chief Executive Officer
	 	 	 
	 	NEW YORK RECOVERY PROPERTIES, LLC
	 	 
	 	By:	New York Recovery Special Limited Partnership, LLC, its sole member
	 	 	 
	 	By:	American Realty Capital III, LLC, its sole member
	 	 	 
	 	By:	AR Global Investments, LLC, its managing member
	 	 	 
	 	By:	/s/ Edward M. Weil, Jr.
	 	Name:	Edward M Weil, Jr.
	 	Title:	Chief Executive Officer


 


 


	Acknowledged and Agreed:	 
	 	 	 
	New York REIT, Inc.	 
	 	 	 
	 	 	 
	By:	/s/ Randolph C. Read	 
	Name:	Randolph C. Read	 
	Title:	Chairman	 
	 	 	 
	New York Recovery Operating Partnership, L.P.	 
	 	 	 
	By: New York REIT, Inc., its general partner	 
	 	 	 
	By:	/s/ Randolph C. Read	 
	Name: 	Randolph C. Read	 
	Title:	Chairman	 


 








    
Signature Page to Personnel Side Letter