FORM OF DEFERRED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORSForm of Deferred Stock Unit Award Agreement • October 19th, 2010 • Fresh Market, Inc. • Retail-grocery stores • Delaware
This Deferred Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award (the “Award”) of [—] deferred stock units (“DSUs”) that are being granted to you in consideration of your decision to forgo certain annual cash retainers (or a portion thereof) to which you would have been entitled for your service as a director of the Company. The DSUs are subject to the terms and conditions specified herein and are being granted to you on the date hereof (such date, the “Grant Date”) under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, a share of the Company’s common stock, $0.01 par value (a “Share”), as set forth in Section 3 below.
