Exhibit 10.7


RETAIL OPPORTUNITY
INVESTMENTS CORP.

2009 EQUITY INCENTIVE PLAN


RESTRICTED STOCK
AWARD AGREEMENT


          THIS
AGREEMENT is made by and between Retail Opportunity Investments Corp., a
Delaware corporation (the “Company”) and John Roche (the “Grantee”), 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 Grantee is an Eligible Person; and


          WHEREAS,
in accordance with the Plan, the Committee and the Board have determined that
it is in the best interests of the Company and its stockholders to grant
Restricted Stock to the Grantee subject to the terms and conditions set forth
below.


          NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


          1.           Grant
of Restricted Stock.


          The
Company hereby grants the Grantee fifty thousand (50,000) Shares of Restricted
Stock of the Company, 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. To the extent such terms
or conditions conflict with any provision of the Plan, the terms and conditions
set forth herein shall govern.


          2.           Restrictions
and Conditions.


          The
Restricted Stock awarded pursuant to this Agreement and the Plan shall be
subject to the following restrictions and conditions:


	
  

 	
  

 
	
  

 	
 (i)          Subject
 to clauses (iii), (iv), (v) and (vi) below, the period of restriction with
 respect to Shares granted hereunder (the “Restriction Period”) shall begin on
 the date hereof and lapse, if and as employment continues, in equal
 installments on the first three anniversaries of the date hereof.

 
	
  

 	
  

 
	
  

 	
 For purposes of the Plan and this Agreement, Shares
 with respect to which the Restriction Period has lapsed shall be vested.
 Notwithstanding the foregoing, the Restriction Period with respect to such
 Shares shall only lapse as to whole Shares. Subject to the provisions of the
 Plan and this Agreement, during the Restriction Period, the Grantee shall not
 be permitted voluntarily or involuntarily to sell, transfer, pledge,
 hypothecate, alienate, encumber or assign the Shares of Restricted Stock
 awarded under the Plan (or have such Shares attached or garnished). 

 













	
  

 	
  

 
	
  

 	
 (ii)           Except
 as provided in the foregoing clause (i), below in this clause (ii) or in the
 Plan, the Grantee shall have, in respect of the Shares of Restricted Stock,
 all of the rights of a stockholder of the Company, including the right to
 vote the Shares and the right to receive any cash dividends. Shares (not
 subject to restrictions) shall be delivered to the Grantee or his or her
 designee promptly after, and only after, the Restriction Period shall lapse
 without forfeiture in respect of such Shares of Restricted Stock. 

 
	
  

 	
  

 
	
  

 	
 (iii)          Subject
 to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of
 Service by the Company or its Subsidiaries for Cause or by the Grantee for
 any reason other than Good Reason (as defined in the employment agreement by
 and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009)
 during the Restriction Period, then all Shares still subject to restriction
 shall thereupon, and with no further action, be forfeited by the Grantee.

 
	
  

 	
  

 
	
  

 	
 (iv)          In
 the event the Grantee has a Termination of Service on account of death, or
 Disability or on account of Termination of Service by the Company for any
 reason other than for Cause or by the Grantee for Good Reason during the
 Restriction Period, the Restriction Period will immediately lapse on all
 Restricted Stock granted to the Grantee. 

 
	
  

 	
  

 
	
  

 	
 (v)           In
 the event the Grantee has a Termination of Service (other than a Termination
 of Service by the Company for Cause) within 12 months following a Change of
 Control during the Restriction Period, the Restriction Period will
 immediately lapse on all Restricted Stock granted to the Grantee.

 
	
  

 	
  

 
	
  

 	
 (vi)          Termination
 of Service as an employee shall not be treated as a termination of employment
 for purposes of this Paragraph 2 if the Grantee continues without interruption
 to serve thereafter as an officer or director of the Company or in such other
 capacity as determined by the Committee (or if no Committee is appointed, the
 Board), and the termination of such successor service shall be treated as the
 applicable termination. 

 



         3.             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 Grantee, shall be delivered personally, sent by
 facsimile transmission or mailed to the Grantee 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
 3(b).

 













	
  

 	
  

 
	
 (c)

 	
 Without limiting the
 Grantee’s rights as may otherwise be applicable in the event of a Change of
 Control, if the Company shall be consolidated or merged with another
 corporation or other entity, the Grantee may be required to deposit with the
 successor corporation the certificates for the stock or securities or the
 other property that the Grantee is entitled to receive by reason of ownership
 of Restricted Stock in a manner consistent with the Plan, and such stock,
 securities or other property shall become subject to the restrictions and
 requirements imposed under the Plan and this Agreement, and the certificates
 therefor or other evidence shall bear a legend similar in form and substance
 to the legend set forth in the Plan.

 
	
  

 	
  

 
	
  

 	
 Any shares or other
 securities distributed to the grantee with respect to Restricted Stock or
 otherwise issued in substitution of Restricted Stock shall be subject to the
 restrictions and requirements imposed by the Plan and this Agreement,
 including depositing the certificates therefor with the Company together with
 a stock power and bearing a legend as provided in the Plan.

 
	
  

 	
  

 
	
 (d)

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

 
	
  

 	
  

 
	
 (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 Grantee 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 Grantee’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 Grantee 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/ John Roche

 
	
  

 	 

 
	
  

 	
 John Roche