EXHIBIT 10.16


RETAIL OPPORTUNITY INVESTMENTS CORP. 

2009 EQUITY INCENTIVE PLAN


FORM OF RESTRICTED STOCK AWARD AGREEMENT


          THIS
AGREEMENT is made by and between Retail Opportunity Investments Corp., a
Delaware corporation (the “Company”) and ________________ (the “Grantee”),
dated as of the ___ day of _____, 20__. 


          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] [Board] has 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 [___] 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)[,][and](iv) [,] [and] [(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]
 [service] continues] on the following schedule: 

 






	
  

 	
  

 	
  

 
	
 Date Restriction Lapses

 	
  

 	
 Number of Shares

 
	
 ______ , 20__

 	
  

 	
 [     ]

 
	
 ______ , 20__

 	
  

 	
 [     ]

 
	
 ______ , 20__

 	
  

 	
 [     ]

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 clause[s] (iv) [,] [and] [(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 his or her death[, Retirement] or
 Disability 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[,
 Retirement] or Disability or on account of Termination of Service by the
 Company for any reason other than for Cause 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.] 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 [(v)] [(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)

 	
 [(c)] 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)

 	
 [(d)] 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)

 	
 [(e)] 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)

 	
 [(f)] 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: 

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 
	
  

 	 

 
	
  

 	
 [GRANTEE]