Exhibit 10.11


RETAIL OPPORTUNITY INVESTMENTS CORP.

2009 EQUITY INCENTIVE PLAN


OPTION AWARD AGREEMENT


          THIS OPTION
AWARD AGREEMENT is by and between Retail Opportunity Investments Corp., a
Delaware corporation (the “Company”) and Richard A. Baker (the “Optionee”),
dated as of the 20th day of October, 2009. 


          WHEREAS,
the Company maintains the Retail Opportunity Investments Corp. 2009 Equity
Incentive Plan (the “Plan”) (capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto by the Plan); 


          WHEREAS,
the Optionee is an Eligible Person; and 


          WHEREAS,
the Committee and the Board have determined that it is in the best interests of
the Company and its stockholders to grant an Option to the Optionee subject to
the terms and conditions set forth below. 


          NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 


          1.         Grant
of Stock Option. 


          The Company
hereby grants the Optionee an option (the “Option”) to purchase fifty thousand
(50,000) shares of Common Stock, subject to the following terms and conditions
and subject to the provisions of the Plan. The Plan is hereby incorporated
herein by reference as though set forth herein in its entirety. 


          The Option
is not intended to be and shall not be qualified as an “incentive stock option”
under Section 422 of the Code. 


          2.         Option
Price. 


          The Option
Price per Share shall be $10.25. 


          3.         Initial
Exercisability. 


          Subject to
paragraph 5 below, the Option, to the extent that there has been no Termination
of Service and the Option has not otherwise expired or been forfeited, shall
first become exercisable in equal installments on the first three anniversaries
of the date hereof. 


          4.         Exercisability
Upon and After Termination of Optionee. 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 If the Optionee has a Termination of Service, then no exercise of a
 vested Option may occur after the expiration of the three-month period to
 follow the Termination of Service, or if earlier, the expiration of the term
 of the vested Option as provided under paragraph 5 below. 

 


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 (b)

 	
 No Option (or portion thereof) which had not become exercisable at or
 before the time of Termination of Service shall ever be or become
 exercisable. No provision of this paragraph 4 is intended to or shall permit
 the exercise of the Option to the extent the Option was not exercisable upon
 Termination of Service. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Term. 

 
	
  

 	
  

 	
  

 
	
           Unless
 earlier forfeited, the Option shall, notwithstanding any other provision of
 this Agreement, expire in its entirety upon the tenth anniversary of the date
 hereof. The Option shall also expire and be forfeited at such earlier times
 and in such circumstances as otherwise provided hereunder or under the Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Miscellaneous. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 THIS AGREEMENT SHALL BE GOVERNED BY AND
 CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
 TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF
 THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. The
 captions of this Agreement are not part of the provisions hereof and shall
 have no force or effect. This Agreement may not be amended or modified except
 by a written agreement executed by the parties hereto or their respective
 successors and legal representatives. The invalidity or unenforceability of
 any provision of this Agreement shall not affect the validity or
 enforceability of any other provision of this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 All notices hereunder shall be in writing, and if to the Company or
 the Committee, shall be delivered to the Board or mailed to its principal
 office, addressed to the attention of the Board; and if to the Optionee,
 shall be delivered personally, sent by facsimile transmission or mailed to
 the Optionee at the address appearing in the records of the Company. Such
 addresses may be changed at any time by written notice to the other party
 given in accordance with this paragraph 6(b). 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The failure of the Optionee or the Company to insist upon strict
 compliance with any provision of this Agreement or the Plan, or to assert any
 right the Optionee or the Company, respectively, may have under this
 Agreement or the Plan, shall not be deemed to be a waiver of such provision
 or right or any other provision or right of this Agreement or the Plan. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 The Optionee agrees that, at the request of the Committee, the
 Optionee shall represent to the Company in writing that the Shares being
 acquired are acquired for investment only and not with a view to distribution
 and that such Shares will be disposed of only if registered for sale under
 the Act or if there is an available exemption for such disposition. The
 Optionee expressly understands and agrees that, in the event of such a
 request, the making of such representation shall be a condition precedent to
 receipt of Shares upon exercise of the Option. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 The Company shall be entitled to withhold from any payments or deemed
 payments any amount of tax withholding it determines to be required by law. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Nothing in this Agreement shall confer on the Optionee any right to
 continue in the employ or other service of the Company or its Subsidiaries or
 interfere in any way with 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the right of the Company or its Subsidiaries and its stockholders to
 terminate the Optionee’s employment or other service at any time.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 This Agreement contains the entire agreement between the parties with
 respect to the subject matter hereof and supersedes all prior agreements,
 written or oral, with respect thereto. 

 









          IN WITNESS
WHEREOF, the Company and the Optionee have executed this Agreement as of the
day and year first above written.


	
  

 	
  

 	
  

 
	
  

 	
 RETAIL OPPORTUNITY INVESTMENTS CORP.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Stuart
 Tanz

 
	
  

 	
  

 	 

 
	
  

 	
 Name: Stuart
 Tanz

 
	
  

 	
 Title: Chief
 Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ Richard
 A. Baker

 
	
  

 	 

 
	
  

 	
 Richard A.
 Baker