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
.
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(a)
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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.
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(b)
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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.
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(c)
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In the event the Grantee has a
Termination of Service (other than a
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