RETAIL OPPORTUNITY INVESTMENTS CORP. (NASDAQ:ROIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On March 21, 2017, the Company entered into separate employment
agreements (each an employment agreement) with Stuart A. Tanz,
the Companys Chief Executive Officer, Richard K. Schoebel, the
Companys Chief Operating Officer, and Michael B. Haines, the
Companys Chief Financial Officer.

Stuart A. Tanz

Mr.Tanzs employment agreement, which became effective as of March
21, 2017 and has an initial term scheduled to expire on March 21,
2021, provides that he will serve as the Companys Chief Executive
Officer and President for an initial term of four years, with
automatic renewal for additional one-year terms unless the
Company gives prior written notice of non-renewal at least six
months prior to the end of the then current term. to the
employment agreement, Mr.Tanz is entitled to an annual base
salary of $850,000, subject to annual review and upward
adjustment, and an annual bonus between 0% and 175% of his then
annual base salary, as determined in the sole discretion of the
Companys board of directors and based on Mr.Tanzs performance and
the performance of the Company.Mr.Tanz is entitled to participate
in all of the Companys employee benefit plans and programs or
other welfare benefit programs as made generally available to
other senior executives.Mr.Tanz is also entitled to
(i)reimbursement for reasonable business expenses; and (ii)
anautomobile allowance of $1,500 per month.

Mr.Tanzs employment agreement provides that if his employment is
terminated (i)by the Company without cause, (ii)by Mr.Tanz for
good reason, (iii)upon non-renewal of the employment term by the
Company, or (iv) by reason of Mr.Tanzs death or disability, (and
provided Mr. Tanz executes and delivers a general release of
claims in favor of the Company) he will be entitled to receive
(A) a lump sum payment equal to (i)annual salary, annual bonus
and other benefits earned and accrued prior to the date of
termination, and (ii)(x)two times annual salary and (y)two times
the average of the annual bonuses awarded for the last two years
immediately preceding the year of termination (if no annual bonus
was awarded for the year (or two years) preceding the year of
termination, a minimum bonus equal to two times 50% of Mr.Tanzs
then annual salary), and (B)continuing medical and dental
benefits for 24 months under the Companys health plans and
programs applicable to senior executives as he would have
received in the absence of such termination.In addition to the
foregoing, all outstanding unvested equity-based incentives and
awards will vest and become free from restrictions and be
exercisable in accordance with their terms.Mr. Tanzs employment
agreement also provides that if his employment is terminated by
the Company without cause or by Mr. Tanz for good reason within
the 12 month period following a change in control, he will be
entitled to receive a lump sum payment equal to the benefits
listed above, except that he will receive three times annual
salary and three times the average of the annual bonuses awarded
for the last two years immediately preceding the year of
termination (if no annual bonus was awarded for the year (or two
years) preceding the year of termination, a minimum bonus equal
to three times 50% of Mr.Tanzs then annual salary). To the extent
that any of the foregoing payments so made constitutes an excess
parachute payment under certain tax laws, rules and regulations,
the Company will pay to Mr.Tanz (i) in full as provided above or
(ii)in such lesser amount as would result in no portion of any
payments or benefits being subject to the excise tax under the
tax code, whichever of the foregoing options (i)or (ii)results in
the Mr. Tanzs receipt, on an after-tax basis, of the greater
amount of payments and benefits.

Mr.Tanz has also agreed that he will not (i)compete with the
Company; (ii)solicit the Companys employees, agents or
independent contractors; or (iii)solicit or intentionally
interfere with the Companys customer or client relationships for
the period commencing on the date of the agreement and ending one
year following the date upon which Mr.Tanz ceases to be an
employee of the Company and the Companys affiliates.His
employment agreement also contains customary provisions relating
to confidentiality and mutual non-disparagement.

Richard K. Schoebel

Mr.Schoebels employment agreement, which became effective as of
March 21, 2017 and has an initial term scheduled to expire March
21, 2021, provides that he will serve as the Companys Chief
Operating Officer for an initial term of four years, with
automatic renewal for additional one-year terms unless the
Company gives prior written notice of non-renewal at least six
months prior to the end of the then current term. to the
employment agreement, Mr.Schoebel is entitled to a base salary of
$390,000, subject to review and upward adjustment, and an annual
bonus between 0% and 125% of his then annual base salary, as
determined in the sole discretion of the Companys board of
directors and based on Mr.Schoebels performance and the
performance of the Company.Mr.Schoebel is also entitled to
participate in all of the Companys employee benefit plans and
programs on substantially the same terms and conditions as other
senior executives.Mr.Schoebel is also entitled to
(i)reimbursement for reasonable business expenses; and (ii)an
automobile allowance of $1,500 per month.

Mr.Schoebels employment agreement provides that if Mr.Schoebels
employment is terminated by reason of his death or disability, he
will be entitled to receive (i) a lump sum payment equal to,
(A)annual salary, annual bonus and other benefits earned and
accrued prior to the date of termination, and (B)(x)his annual
salary and (y)an amount equal to the average of the annual
bonuses awarded for the last two years immediately preceding the
year of termination (if no annual bonus was awarded for the year
(or two years) preceding the year of termination, a minimum bonus
equal to one times 50% of Mr.Schoebels then annual salary), and
(ii)continuing medical and dental benefits for 12 months under
the Companys health plans and programs applicable to senior
executives as he would have received in the absence of such
termination.In addition to the foregoing, all outstanding
unvested equity-based incentives and awards will vest and become
free from restrictions and be exercisable in accordance with
their terms.Additionally, if Mr.Schoebels employment is
terminated (A)by the Company without cause, (B)by Mr.Schoebel for
good reason, (C)upon non-renewal of the employment term by the
Company, or (D) by the Company without cause or by Mr.Schoebel
for good reason within the 12-month period following a change in
control, (and provided Mr. Schoebel executes and delivers a
general release of claims in favor of the Company) he will be
entitled to receive (i) a lump sum payment equal to (A)annual
salary, annual bonus and other benefits earned and accrued prior
to the date of termination, and (B)(x)two times annual salary and
(y)two times the average of the annual bonuses awarded for the
last two years immediately preceding the year of termination (if
no annual bonus was awarded for the year (or two years) preceding
the year of termination, a minimum bonus equal to two times 50%
of Mr.Schoebels then annual salary), and (ii)continuing medical
and dental benefits for 18 months under the Companys health plans
and programs applicable to senior executives as he would have
received in the absence of such termination.In addition to the
foregoing, all outstanding unvested equity-based incentives and
awards will vest and become free from restrictions and be
exercisable in accordance with their terms. To the extent that
any of the foregoing payments so made constitutes an excess
parachute payment under certain tax laws, rules and regulations,
the Company will pay to Mr.Schoebel (i) in full as provided above
or (ii)in such lesser amount as would result in no portion of any
payments or benefits being subject to the excise tax under the
tax code, whichever of the foregoing options (i)or (ii)results in
the Mr. Schoebels receipt, on an after-tax basis, of the greater
amount of payments and benefits.

Mr.Schoebel has also agreed that he will not, for the period
commencing on the date of the agreement and ending one year
following the date upon which Mr.Schoebel ceases to be an
employee of the Company and the Companys affiliates, (i) compete
with the Company, (ii)solicit the Companys employees, agents or
independent contractors, or (iii)solicit or intentionally
interfere with the Companys customer or client
relationships.Mr.Schoebels employment agreement also contains
customary provisions relating to confidentiality and mutual
non-disparagement.

Michael B. Haines

Mr. Hainess employment agreement, which became effective as of
March 21, 2017 and has an initial term scheduled to expire on
March 21, 2021, provides that he will serve as the Companys
Executive Vice President, Chief Financial Officer, Treasurer and
Secretary for an initial term of four years, with automatic
renewal for additional one-year terms unless the Company gives
prior written notice of non-renewal at least six months prior to
the end of the then current term. to the employment agreement,
Mr.Haines is entitled to a base salary of $331,000, subject to
review and upward adjustment, and an annual bonus between 0% and
125% of his then annual base salary, as determined in the sole
discretion of the Companys board of directors and based on
Mr.Haines performance and the performance of the
Company.Mr.Haines is also entitled to participate in all of the
Companys employee benefit plans and programs on substantially the
same terms and conditions as other senior executives.Mr.Haines is
entitled to (i)reimbursement for reasonable business expenses;
and (ii)an automobile allowance of $750 per month.

Mr.Haines employment agreement provides that if Mr.Haines
employment is terminated by reason of his death or disability, he
will be entitled to receive (i) a lump sum payment equal to
(A)annual salary, annual bonus and other benefits earned and
accrued prior to the date of termination, and (B)(x)his annual
salary and (y)an amount equal to the average of the annual
bonuses awarded for the last two years immediately preceding the
year of termination (if no annual bonus was awarded for the year
(or two years) preceding the year of termination, a minimum bonus
equal to one times 50% of Mr.Haines then annual salary), and
(ii)continuing medical and dental benefits for 12 months under
the Companys health plans and programs applicable to senior
executives as he would have received in the absence of such
termination.In addition to the foregoing, all outstanding
unvested equity-based incentives and awards will vest and become
free from restrictions and be exercisable in accordance with
their terms.Additionally, if Mr. Haines employment is terminated
(A)by the Company without cause, (B)by Mr.Haines for good reason,
(C)upon non-renewal of the employment term by the Company, or
(D)by the Company without cause or by Mr. Haines for good reason
within the 12-month period following a change in control, (and
provided Mr. Haines executes and delivers a general release of
claims in favor of the Company) he will be entitled to receive
(i) a lump sum payment equal to (A)annual salary, annual bonus
and other benefits earned and accrued prior to the date of
termination, and (B)(x)two times annual salary and (y)two times
the average of the annual bonuses awarded for the last two years
immediately preceding the year of termination (if no annual bonus
was awarded for the year (or two years) preceding the year of
termination, a minimum bonus equal to two times 50% of Mr. Haines
then annual salary), and (ii)continuing medical and dental
benefits for 18 months under the Companys health plans and
programs applicable to senior executives as he would have
received in the absence of such termination.In addition to the
foregoing, all outstanding unvested equity-based incentives and
awards will vest and become free from restrictions and be
exercisable in accordance with their terms. To the extent that
any of the foregoing payments so made constitutes an excess
parachute payment under certain tax laws, rules and regulations,
the Company will pay to Mr.Haines (i) in full as provided above
or (ii)in such lesser amount as would result in no portion of any
payments or benefits being subject to the excise tax under the
tax code, whichever of the foregoing options (i)or (ii)results in
the Mr. Haines receipt, on an after-tax basis, of the greater
amount of payments and benefits.

Mr.Haines has also agreed that he will not, for the period
commencing on the date of the agreement and ending one year
following the date upon which Mr.Haines ceases to be an employee
of the Company and the Companys affiliates, (i) compete with the
Company, (ii)solicit the Companys employees, agents or
independent contractors, or (iii)solicit or intentionally
interfere with the Companys customer or client
relationships.Mr.Haines employment agreement also contains
customary provisions relating to confidentiality and mutual
non-disparagement.

Copies of the employment agreements are filed as Exhibits 10.1,
10.2 and 10.3 to this Current Report on Form8-K, and the
descriptions of the material terms of the employment agreements
in this Item5.02 are qualified in their entirety by reference to
such Exhibits, which are incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

About RETAIL OPPORTUNITY INVESTMENTS CORP. (NASDAQ:ROIC)

Retail Opportunity Investments Corp. is an integrated, self-managed real estate investment trust (REIT). The Company’s primary business is the ownership, management and redevelopment of retail real estate properties. The Company specializes in the acquisition, ownership and management of necessity-based community and neighborhood shopping centers on the west coast of the United States, anchored by supermarkets and drugstores. Its portfolio consists of approximately 70 retail properties totaling over 8.6 million square feet of gross leasable area (GLA). It focuses on leasing to retailers that provide necessity-based, non-discretionary goods and services, catering to the basic and daily needs of the surrounding community. Its properties include Paramount Plaza, Santa Ana Downtown Plaza, Claremont Promenade, Sycamore Creek, Desert Springs Marketplace, Glendora Shopping Center, Cypress Center West, Harbor Place Center, Diamond Hills Plaza and Five Points Plaza, Peninsula Marketplace.

RETAIL OPPORTUNITY INVESTMENTS CORP. (NASDAQ:ROIC) Recent Trading Information

RETAIL OPPORTUNITY INVESTMENTS CORP. (NASDAQ:ROIC) closed its last trading session 00.00 at 21.12 with 875,215 shares trading hands.