EXHIBIT 10.17


RETAIL OPPORTUNITY INVESTMENTS CORP. 

2009 EQUITY INCENTIVE PLAN


FORM OF OPTION AWARD AGREEMENT


          THIS OPTION
AWARD AGREEMENT is by and between Retail Opportunity Investments Corp., a
Delaware corporation (the “Company”) and __________ (the “Optionee”), 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 Optionee is an Eligible Person; and 


          WHEREAS,
the [Committee] [Board] has 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 _______ 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] [is intended to be] an
“incentive stock option” under Section 422 of the Code. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Option Price. 

 
	
  

 	
  

 	
  

 
	
  

 	
 The Option Price per Share shall be $_____. 

 
	
  

 	
  

 
	
  

 	
 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 as follows: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 For the
 Period Ending On

 	
  

 	
 Percent of
 the Grant Exercisable 

 
	
  

 	
 [___]

 	
  

 	
 [___] 

 
	
  

 	
 [___]

 	
  

 	
 [___] 

 
	
  

 	
 [___]

 	
  

 	
 [___] 

 










	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Exercisability
 Upon and After Termination of Optionee. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 If the Optionee has a Termination of Service, other than by reason of
 death[, Retirement] or Disability, 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 (other than
 on account of death[, Retirement] or Disability), 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[, Retirement] or Disability, the Option (whether or not otherwise
 exercisable) may be exercised 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)]

 	
 [(c)] 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)]

 	
 [(d)] 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 [replace “tenth” with
 “fifth” for certain 10% owners of the Company who are granted ISOs]
 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)

 	
 [for ISOs
 only:] [If Shares acquired upon exercise of the Option are disposed of in a
 disqualifying disposition within the meaning of Section 422 of the Code by
 the Optionee or, if applicable, a Successor of the Optionee, prior to the
 expiration of either two years from the date of grant of the Option or one
 year from the transfer of Shares to the Optionee pursuant to the exercise of
 the Option, or in any other disqualifying disposition within the meaning of
 Section 422 of the Code, the Optionee or the Successor of the Optionee, as
 applicable, shall notify the Company in writing as soon as practicable (and
 in no event more than five days) thereafter of the date and terms of such
 disposition and, if the Company thereupon has a tax-withholding obligation,
 shall pay to the Company an amount equal to any withholding tax the Company
 is required to pay as a result of the disqualifying disposition.]

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 [(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[(c)] [(b)]. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 [(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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 [(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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 [(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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 [(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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 [(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:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	 

 
	
  

 	
  

 
	
  

 	
 [OPTIONEE]