RETAIL OPPORTUNITY INVESTMENTS CORP. 2009 EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT

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 .

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