May 20, 2013


 


Dee Balch


Chief Financial Officer


TNP Strategic Retail Trust, Inc.


4695 MacArthur Court, Ste. 1100


Newport Beach, CA 92660


 


RE: Accounting Transition; Terms of Separation


 


Dear Ms. Balch:


 


The recent decision by TNP Strategic Retail Trust, Inc. (the
“REIT”) to transition its accounting functions and duties to Glenborough LLC will result in changes in the required
staffing levels at the REIT. Based on discussions that have taken place between you and the Board of Directors, the parties have
concluded that this will affect your continued employment with the REIT. We believe, however, that you are vital to the successful
transition of certain job functions (the “Transition”), as outlined in more detail below. In consideration of your
staying with the REIT as its Chief Financial Officer (or an alternative position designated by the REIT) until the earlier to occur
of (i) August 15, 2013, or (ii) the filing of the REIT’s second quarter 2013 10Q with the SEC (your “Employment Termination
Date”), we offer you severance and incentive pay as outlined below.


 


We expect you to continue your employment with the REIT and
to conduct business in the normal course and cooperate with the REIT and its authorized agents in connection with the Transition,
including, without limitation, the performance of the following tasks: (i) you will certify the REIT’s first quarter 2013
10Q and assist with the filing of same with the SEC; (ii) you will assist the REIT and its authorized agents with the April 2013
close of the books; (iii) you will assist the REIT and its authorized agents with the accounting transition and system migration;
and (iv) you will assist the REIT and its authorized agents with the preparation of the REIT’s second quarter 2013 10Q; provided,
however, you will not be required to certify the second quarter 2013 10Q. We expect you to satisfactorily perform these responsibilities
through your Employment Termination Date. As further consideration for the payments outlined hereunder, following your Employment
Termination Date until December 31, 2013, you will from time to time respond to questions/inquiries with regard to past REIT accounting
issues to the extent reasonably requested by the REIT.


 


The REIT will include in your final paycheck the amount of your
unused PTO. You agree that you will not utilize more than two (2) PTO days off for vacation prior to the Employment Termination
Date, so as to be available to effectively assist in the transition duties outlined above.


 



    	 



    	 



    




 


Provided that the REIT’s Q1, 2013 10Q is filed with the
SEC on or before May 20, 2013, and you have certified the same in your role as CFO of the REIT, you will be paid a performance
bonus of $50,000 upon the filing of the Q1 2013 10Q. Provided you have met your obligations hereunder through June 30, 2013,
as determined by the REIT in its reasonable discretion, you will be paid an interim incentive bonus of $50,000, payable on June
30, 2013. Provided you have met your obligations hereunder through your Employment Termination Date, as determined by the REIT
in its reasonable discretion, and contingent upon the receipt of a signed Release back from you, the REIT will pay you severance
pay in the amount of $50,000.00, payable within ten (10) days following the receipt of the signed Release, which can be signed
and returned by you no earlier than the Employment Termination Date. Your failure to meet your obligations hereunder through the
Employment Termination Date could result in the reduction and/or elimination of the incentive bonus and/or severance amounts.


 


Sums payable hereunder are in addition to your regular base
wages and are subject to all applicable tax withholding.


 


The terms contained herein are applicable only if you meet your
obligations set forth herein. This does not and shall not create a contract of employment. Your employment relationship with the
REIT is an ‘at will’ employment relationship.


 


Please contact me if you have any questions about this matter.


 


 


Sincerely,


TNP Strategic Retail Trust, Inc,


a Delaware corporation


 


By: /s/ Phillip Levin                                            


Its: Chairman of Audit Committee                    


 


ACCEPTED AND AGREED:


 








	/s/ Dee Balch	 	5/20/13
	Dee Balch	 	Date