X0304 4 2012-03-21 0 0001489979 Fresh Market, Inc. TFM 0001494271 Carlock Craig 628 GREEN VALLEY ROAD SUITE 500 GREENSBORO NC 27408 0 1 0 0 President/CEO Performance Shares 2012-03-21 4 A 0 8744 0 A Common stock 8744 8744 D Options to Purchase 47.17 2012-03-21 4 A 0 44498 0 A Common stock 44498 129732 D Each performance share represents the contingent right to receive one share of common stock of The Fresh Market, Inc. in the event that a performance goal is satisfied. This goal is based on the Company's cumulative earnings per share, on an excluded items basis, over a three year performance period ending January 25, 2015. The final number of shares of common stock earned can be between 0% and 100% of the maximum award. The performance shares include the right to have shares withheld to satisfy tax withholding obligations upon vesting. Represents maximum award. See footnote (1). Includes the right to have shares withheld to satisfy tax withholding obligations upon exercise. The options will vest in 25% increments on the first, second, third, and fourth anniversaries of the grant date. The options expire upon the earlier of (a) the tenth anniversary of the date of the grant and (b) three months after the holder of the option terminates employment with The Fresh Market, subject to provisions for termination for cause, retirement, death, and disability. /s/ Eric Hardin, attorney-in-fact 2012-03-23