Exhibit 10.9


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 Stuart A. Tanz (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 one hundred
thousand (100,000) 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)

 	
 Subject to
 clauses (b) and (c) below, if the Optionee has a Termination of Service, then
 no exercise of an 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 Option as provided under paragraph 5 below; provided that, if
 the Optionee has a Termination of Service by a Participating Company for
 Cause or by the Optionee for any reason other than Good Reason (as defined in
 the employment agreement by and between NRDC 

 


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 Acquisition
 Corp. and the Grantee dated October 20, 2009), any Option not exercised in
 full prior to such termination shall be cancelled.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In the event
 the Optionee 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 Optionee for Good Reason, any then unvested Option
     shall immediately vest and become exercisable by
     the Successor of the Optionee or by the Optionee until the earlier of (i)
     one year from the date of the Termination of Service of the Optionee, or
     (ii) the date on which the term of the Option expires in accordance with
     paragraph 5 below.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 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, any
 then unvested Option shall immediately vest and become exercisable; provided
 that such Option shall only be exercisable until the date on which the term
 of the Option expires in accordance with paragraph 5 below.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Notwithstanding the foregoing, 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Termination
 of Service as an employee shall not be treated as a termination of employment
 for purposes of this Paragraph 2 if the Optionee 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. 

 


          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/ Richard
 A. Baker

 
	
  

 	
  

 	 

 
	
  

 	
 Name:
 Richard A. Baker

 
	
  

 	
 Title:
 Executive Chairman

 
	
  

 	
  

 
	
  

 	
 /s/ Stuart
 Tanz

 
	
  

 	 

 
	
  

 	
 Stuart Tanz