X0203 3 2010-11-04 0 0001489979 Fresh Market, Inc. TFM 0001494271 Carlock Craig C/O THE FRESH MARKET, INC. 628 GREEN VALLEY ROAD, SUITE 500 GREENSBORO NC 27408 0 1 0 0 President & CEO Options to Purchase 6.73 Common Stock 599888 D These options fully vest and become exercisable upon the earliest of (i) July 16, 2019, (ii) a sale of all or substantially all of company's assets or equity, (iii) the consummation of an initial public offering, and (iv) the date on which the executive's employment ends because of death or disability. The options also vest pro rata in the event of a partial sale of company by the company's current stockholders in proportion to the amount of common stock sold by the company's current stockholders. The terms of these options are expected to be amended such that, if the company's currently contemplated initial public offering is consummated, the executive will be able to sell shares in such offering. These options expire upon cessation of the executive's employment for any reason other than because of death or disability. The terms of the options stipulate that they are forfeited if they are not exercised within 60 days following any vesting event. Exhibit List Exhibit 24 - Power of Attorney /s/ Eric Hardin, attorney-in-fact 2010-11-04