The Fresh Market, Inc. Code of Business Conduct and Ethics (Adopted as of November 4, 2010)

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1 The Fresh Market, Inc. Code of Business Conduct and Ethics (Adopted as of November 4, 2010) This Code of Business Conduct and Ethics of The Fresh Market, Inc. (the Company or The Fresh Market ) summarizes the values, principles and business practices that guide our business conduct. This Code sets out a set of basic principles to guide employees regarding the minimum requirements expected of them. However, this Code does not provide a detailed description of all Company policies and it does not cover every issue that may arise. In general, if you are unsure of what to do in any situation, you should seek guidance from the sources described in this Code before you act. For purposes of this Code, references to employees include employees, officers and directors of the Company. Introduction Since our first store opened in 1982, The Fresh Market has been governed by a respect for the law and a high standard of personal ethics and responsibility shared by our founders and employees. This culture of ethics and compliance has contributed greatly to our success. The Fresh Market s business is founded on the fundamental principles of compliance with law, ethical conduct and fair dealing, and a sense of responsibility for one s own conduct and the conduct of others. It is the responsibility of everyone at the Company to maintain a work environment that fosters fairness, respect and integrity; and it is our Company policy to be lawful, principled and responsible in all our business practices. All employees are expected to become familiar with this Code and to apply these guiding principles in the daily performance of their job responsibilities, and all employees of the Company are responsible for complying with this Code. Employees are also expected to seek the advice of their supervisor, manager or other appropriate person within the Company when questions arise about issues discussed in this Code and any other issues that may involve compliance with law or implicate the ethical standards or integrity of the Company or any of its employees. Section 19 provides you with contact information (telephone numbers and addresses) so that you may ask questions about the Code and, if necessary, provide information about conduct that may violate this Code or applicable law. Taking actions to prevent problems is part of The Fresh Market s culture. If you have knowledge of conduct that is illegal or violates this Code, you are required to report your concerns. If you suspect a violation but do not know whether it has occurred or will occur, you should use your reasonable judgment in deciding whether to report it. If you report, in good faith, what you suspect to be activities that are illegal or violate this Code, you should not be concerned about retaliation from others. Any employees involved in retaliation will be subject to disciplinary action by the Company up to and including dismissal where appropriate. Failure to abide by the guidelines addressed in this Code will lead to disciplinary actions, up to and including dismissal where appropriate. If you are in a situation which you believe may violate or lead to a violation of this Code, you are urged to follow the guidelines described in Section 19 of this Code.

2 1. Compliance with Laws, Rules and Regulations Compliance with the law is an obligation of every member of a society, whether a company or an individual. Violations of the law can harm the Company s business and subject the Company and, potentially, its employees to prosecution and liability. Even worse, violations can jeopardize the health and safety of the Company s employees and customers. The Fresh Market is committed to full and open compliance with all applicable laws and regulations. This commitment helps ensure our reputation for honesty, quality and integrity. 2. Ethical Conduct and Fair Dealing Ethical conduct is a higher standard than legal compliance. The Company has adopted internal policies and procedures that are stricter than, or in addition to, its legal responsibilities. Ethical conduct means understanding and following these policies and procedures. But since it is impossible to write a policy to address every situation that will arise, ethical conduct also means something more: to treat customers, coworkers, business partners, competitors and government officials with honesty, fairness and courtesy, to behave professionally, neither to seek nor to take inappropriate personal advantage of job-related situations, and, in general, to do the right thing well. 3. Conflicts of Interest It is impossible to list all the ways in which an employee s interests may conflict with the interests of the Company. For this reason, The Fresh Market s policy is one of disclosure. Employees should fully disclose any situations in which a reasonable observer would believe their personal interests may conflict with the interests of the Company or prevent them from fully exercising objective business judgment. Such situations would include, but not be limited to, supervising, directly or indirectly, a relative; owning a stake in any business that conducts business with the Company or its vendors or competes with the Company; and conducting business on behalf of the Company with a relative. Some possible conflict of interest situations can be remedied if properly disclosed. A Conflict of Interest Disclosure Form is available in the Compliance folder. Each employee must complete a Conflict of Interest Disclosure Form at such times as the Company may determine. If, in the discretion of the Company, the situation does not present a significant risk, the situation may be approved; however, the approval may be withdrawn or modified upon the discovery of additional facts or a change in circumstances. The Company may condition its approval upon the taking of certain steps to minimize the conflict. In other cases, however, the conflict is or may be, by its very nature, unavoidably damaging to The Fresh Market. The Company reserves the right to require an employee to take steps to minimize a conflict, or to terminate a conflict, as a condition of employment. The Company also has the right to discipline an employee, up to and including termination of employment, who fails to disclose a known conflict as described above. For more information, see The Fresh Market, Inc. Conflicts of Interest Policy. 2

3 Corporate Opportunities It is a conflict of interest when an employee takes personal advantage of a business opportunity of which he or she becomes aware in the course of his or her employment with the Company. Examples of such corporate opportunities include, but are not limited to, the availability for purchase of real property or an existing line of business, and the opportunity to engage in a new line of business or sell a new product. All such business opportunities are property of the Company, and no employee may personally engage in any business activity of which the employee becomes aware in the course of his or her employment, recommend that family members or acquaintances engage in such business activity, use corporate property, information or his or her position for personal gain, or compete with the Company unless disclosed and approved as described above. Outside Directorships Employees of the Company may not serve as directors of any outside business organization unless such service is specifically approved by the General Counsel, the Chief Executive Officer or, in the case of an executive officer, the Board of Directors or a committee thereof. There are a number of factors and criteria that the Company will use in determining whether to approve an employee s request for an outside business directorship. For example, directorships in outside companies are subject to certain legal limitations. Directorships in outside companies should also satisfy a number of business considerations, including (1) not interfering with the interests of the Company and (2) not detracting in any material way from the employee s ability to fulfill his or her commitments to the Company. The Company will also take into consideration the time commitment and potential personal liabilities and responsibilities associated with the outside directorship in evaluating requests. Other Outside Engagements We recognize that employees often engage in community service in their local communities and engage in a variety of charitable activities, and we commend employees efforts in this regard. However, it is every employee s duty to ensure that all outside activities, even charitable activities, do not constitute a conflict of interest or are otherwise inconsistent with employment by the Company. Although activities outside the Company are not necessarily a conflict of interest, a conflict could arise depending upon your position within the Company and the Company s relationship with the entity involved in such outside activity. Outside activities may also be a conflict of interest if they cause you, or are perceived to cause you, to choose between that interest and the interests of the Company. The Company recognizes that the guidelines in this and the foregoing paragraph are not applicable to directors that do not also serve in management positions within the Company ( Outside Directors ). 4. Gifts and Entertainment The Company has a longstanding commitment to the principle that employees should not accept personal gifts of any kind, except as specifically permitted in The Fresh Market, Inc. Gifts and Entertainment Policy. In certain cases described in that policy, gifts related to a valid business purpose that are not lavish or excessive may be approved by a Vice President or higher. Likewise, the Company prohibits the offering by one of our employees of a gift or entertainment in an 3

4 attempt to obtain business through improper means or use improper means to gain any special advantage in our business relationships, or that could reasonably be viewed as such an attempt. The responsibility is on the individual employee to ensure there is no violation of these principles. If you have any question or uncertainty about whether any gifts or proposed gifts are appropriate, please contact your supervisor, manager, or the Company s Compliance Officer. It is also the responsibility of every Company employee to adhere to the policies and procedures with respect to gifts and entertainment set forth in the Gifts and Entertainment Policy. 5. Insider Trading There are instances where our employees have information about the Company, its subsidiaries or affiliates or about a company with which we do business that is not known to the investing public. Such inside information may relate to, among other things: plans; new products, services or processes; mergers, acquisitions or dispositions of businesses or securities; problems facing or opportunities available to the Company or a company with which we do business; negotiations relating to significant contracts or business relationships; significant litigation; sales; profitability; or other financial information. If the information is such that a reasonable investor would consider the information material in reaching an investment decision, then the Company employee who holds the information must not buy or sell Company securities, nor provide such information to others, until such information becomes public. Further, employees must not buy or sell securities in any other company about which they have such material non-public information, nor provide such information to others, until such information becomes public. Usage of material non-public information in the above manner is not only illegal, but also unethical. Employees who involve themselves in illegal insider trading (either by personally engaging in the trading or by disclosing material non-public information to others) will be subject to immediate termination. The Company s policy is to report such violations to the appropriate authorities and to cooperate fully in any investigation of insider trading. All directors, officers and employees of The Fresh Market are subject to the Company s Insider Trading Policy which contains additional information. In addition, the Policy has additional, specific rules and procedures that govern trades in Company securities by directors, officers and certain employees. Employees may need assistance in determining how the rules governing inside information apply to specific situations and should consult the Company s Legal Department in these cases. 6. Competition and Fair Dealing The Company believes that the welfare of consumers is best served by economic competition. Our policy is to compete vigorously, aggressively and successfully in today s increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate. We seek to excel while operating honestly and ethically, never through taking unfair advantage of others. Each employee should endeavor to deal fairly with the Company s customers, suppliers, competitors and other employees. No one should take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices. 4

5 The antitrust laws are designed to preserve a competitive economy and promote fair and vigorous competition. We are all required to comply with these laws and regulations. Employees involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand our standards and are familiar with applicable competition laws. Because these laws are complex and can vary from one jurisdiction to another, employees should consult the Company s Legal Department when questions arise. Federal law prohibits various types of business practices that may be unfair to consumers or to business competitors. For example, companies in the same business may not make agreements with each other about what prices they will charge, what products they will sell or how they will divide up a market. It may also be illegal for competitors to join up to force a rival out of business or prevent new competitors from coming into a business. Any agreement that contains an exclusive dealing provision, a non-compete provision or any other term that restricts a party from doing business in a certain manner or location is potentially subject to antitrust concerns and should be reviewed by the Company s Legal Department. Although our industry is generally very competitive, you should also be aware that companies that are dominant within a particular industry or geographic market are not permitted to abuse that strength to gain an advantage in other markets. There is a fine line between legal, aggressive competition and illegal attempts to monopolize, and other parties may try to gain a negotiating advantage by telling you that we may be violating antitrust laws. You should discuss any such situations with the Company s Legal Department to determine if there is really an issue. Finally, there are state and federal laws concerning unfair or deceptive trade practices, which can require a party found to have violated such laws to pay a multiple of damages. While it is hard to precisely define unfair trade practices, common sense and basic fairness should tell you that certain things, such as stealing business secrets, misleading customers about a competitor s products, or interfering with a customer s business relationships without justification are not considered acceptable business practice and may be found to be unfair trade practices. 7. Discrimination and Harassment The Company is firmly committed to providing equal employment opportunities to all individuals, and will not tolerate any illegal discrimination or harassment of any kind (including that based on race, color, religion, age, gender, sexual orientation, pregnancy, national origin, military status, disability, or any other basis prohibited by applicable law) or any unwelcome sexual advances or comments. This policy applies to both applicants and employees and in all phases of employment, including recruiting, hiring, placement, training and development, transfer, promotion, demotion, performance reviews, compensation and benefits, and separation from employment. It is also the responsibility of every Company employee to adhere to the policies and procedures with respect to discrimination and harassment set forth in The Fresh Market Harassment Policy found in the Employee Handbook. Employees in supervisory roles are responsible for complying with the Company s policies and procedures for handling employee complaints concerning harassment or other forms of unlawful discrimination. Because employment-related laws are complex and vary from place to place, supervisors should consult the VP-Human Resources or the Company s Legal Department in advance whenever there is any doubt as to the lawfulness of any proposed action or inaction. 5

6 8. Health and Safety The Company strives to provide each employee with a safe and healthy work environment. Each employee has a responsibility to ensure that our operations meet applicable government and Company standards. All employees are required to be alert to environmental and safety issues and to be familiar with environmental, health and safety laws and Company policies applicable to their area of business. Since these laws are complex and subject to frequent changes, you should consult the Company s Legal Department whenever there is any doubt as to the lawfulness of any action or inaction. Threats or acts of violence and physical intimidation are not permitted. The use of illegal drugs in the workplace will not be tolerated. 9. Record-Keeping and Retention Many employees record or prepare some type of information during their workday, such as time cards, financial reports, accounting records, business plans, environmental reports, injury and accident reports, expense reports, and so on. Many people, both within and outside the Company, depend upon these reports to be accurate and truthful for a variety of reasons. These people include our stockholders, employees, governmental agencies, auditors and the communities in which we operate. Also, the Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. We are committed to recording information accurately and truthfully. All financial statements and books, records and accounts of the Company must accurately reflect transactions and events and conform both to required legal requirements and accounting principles and also to the Company s system of internal accounting. As a Company employee, you have the responsibility to ensure that false or intentionally misleading entries in the Company s accounting records are not made by you, or anyone who reports to you. Regardless of whether reporting is required by law, dishonest reporting within the Company, or to organizations or people outside the Company, is strictly prohibited. All officers and employees of the Company that are responsible for financial or accounting matters are also required to ensure the full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed by the Company with the Securities and Exchange Commission. This commitment and responsibility extends to the highest levels of our organization, including our Chief Executive Officer and Chief Financial Officer. Properly maintaining corporate records is of the utmost importance. To address this concern, records are maintained for required periods as defined in The Fresh Market, Inc. Document Retention Policy. These controls should be reviewed regularly by all employees and followed consistently. In the event of litigation or governmental inquiry or investigation, please consult the Company s Legal Department. 10. Confidentiality Information is one of our most valuable corporate assets, and open and effective dissemination of information is critical to our success. However, much of our Company s business information is confidential or proprietary. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or our customers, if 6

7 disclosed. This information includes financial data, sales data, terms of business arrangements, vendor information, business strategies, and other non-public information, whether or not it qualifies as a trade secret under the law. Employees must maintain the confidentiality of confidential information entrusted to them by the Company, except when disclosure is authorized by the Company s Legal Department, or by a senior official of the Company, or required by applicable law. It is also our Company s policy that all employees must treat what they learn about our customers, joint venture partners and suppliers and each of their businesses, as well as what they learn about other employees, as confidential information. The protection of such information is of the highest importance and must be discharged with the greatest care for the Company to merit the continued confidence of such persons. Confidential information of another person is information which that person would consider private, which is not common knowledge outside of the Company and which an employee of the Company has learned as a result of his or her employment by the Company. With respect to individual customers and employees, it is particularly important for the Company to protect private information that could lead to fraud or identity theft if disclosed. For these reasons, the Company has adopted a Personal Identity Protection Policy and an Information Security Policy, which are contained in the Policies section of the Employee Do s and Don ts folder. It is the responsibility of every Company employee to adhere to the policies and procedures set forth in these policies. Employees of the Company should guard against unintentional disclosure of confidential information and take special care not to store confidential information where unauthorized personnel can see it, whether at work, at home, in public places or elsewhere. Situations that could result in inadvertent disclosure of such information include: discussing confidential information in public (for example, walking around our stores, in restaurants, elevators or airplanes); talking about confidential information on mobile phones; working with sensitive information in public using laptop computers; and transmitting confidential information via fax. Within the workplace, do not assume that all Company employees or other persons should see confidential information. The obligation not to disclose confidential information of the Company and our customers, joint venture partners and suppliers continues for an employee even after the employee leaves the Company. As such, the Company respects the obligations of confidence Company employees may have from prior employment, and requires that employees not reveal confidential information obtained in the course of their prior employment. Company employees must not be assigned to work in a job with the expectation that such employee would use a prior employer s confidential information. 11. Use of Intellectual Property and Proprietary Information Our Company depends on intellectual property, such as trademarks and trade secrets, as well as business, marketing and service plans, construction and engineering ideas, product designs and recipes, databases, records, and any unpublished financial data and reports, for its continued vitality. If our intellectual property is not protected, it becomes available to other companies that have not made the significant investment that our Company has made to produce this property and thus gives away some of our competitive advantage. All of the rules stated above with respect to confidential information apply equally to proprietary information. 7

8 It is the responsibility of every Company employee to help protect our intellectual property. Management at all levels of the Company is encouraged to foster and maintain awareness of the importance of protecting the Company s intellectual property. 12. Participating in Online Forums To avoid the actual and perceived improper use of Company information, no employee may make any posting to any internet chat room, social networking site, message board, web log (blog), or similar forum, except in compliance with the Company s Social Media Policy. Among other things, the Social Media Policy prohibits Company employees from using the Company s marketing materials, logo, intellectual property, trade secrets or other confidential information, or making discriminatory, harassing, or disparaging comments about the Company, its employees, customers, competitors or vendors, either under their name, anonymously, under a screen name, or communicating through another person. Employees are also required to make clear that they do not speak for the Company in such postings. 13. Protection and Proper Use of Company Assets Collectively, employees have a responsibility for safeguarding and making proper and efficient use of the Company s property. Each of us also has an obligation to protect the Company s property from loss, damage, misuse, theft, embezzlement or destruction. Theft, loss, misuse, carelessness and waste of assets have a direct impact on the Company s profitability and may jeopardize the future of the Company. Any situations or incidents that could lead to the theft, loss, misuse or waste of Company property should be reported immediately to your supervisor, manager or other appropriate person within the Company as soon as they come to your attention. It is also the responsibility of every Company employee to adhere to the policies and procedures with respect to the use of the Company s electronic resources set forth in The Fresh Market, Inc. Electronic Resources Policy. 14. Relationships with Government Personnel Employees of the Company must be aware of and adhere to the relevant laws and regulations governing relations between government employees and people and businesses who may conduct business with the government, including seeking licenses and registrations from a government agency. It is strictly against Company policy for employees to give money or gifts to any official or any employee of a governmental entity if doing so could reasonably be construed as having any connection with the Company s business relationship. Such actions are generally prohibited by both U.S. and foreign laws. We expect our employees to refuse to make questionable payments. Any proposed payment or gift to a government official must be reviewed in advance by the Company s Legal Department. Employees should be aware that they do not actually have to make the payment to violate the Company s policy or the law, as merely offering, promising or authorizing it is sufficient. In addition, many jurisdictions have laws and regulations regarding business gratuities which may be accepted by government personnel. For example, business courtesies or entertainment such as paying for meals or drinks are rarely appropriate when working with government officials. Gifts or courtesies that would not be appropriate even for private parties are 8

9 in all cases inappropriate for government officials. Please consult the Company s Legal Department for more guidance on these issues. 15. Political Contributions Election laws in many jurisdictions may prohibit or limit political contributions by corporations to candidates. Many local laws may also prohibit or limit contributions to local political campaigns. In accordance with these laws, the Company will not make direct contributions to any candidates for federal, state or local offices where applicable laws make such contributions illegal. Employees of the Company may make personal political contributions in accordance with applicable laws. Contributions to candidates or to other political campaigns by employees must not be, or appear to be, made with or reimbursed by Company funds or resources. Company funds and resources include (but are not limited to) Company facilities, office supplies, letterhead, telephones, computers, and fax machines. Company employees who hold or seek to hold political office must do so on their own time, whether through vacation, unpaid leave, after work hours or on weekends. Additionally, all persons must obtain advance approval from the Company s Legal Department prior to running for political office to ensure that there are no conflicts of interest with Company business. The guidelines in this Section do not prohibit the Company from making political contributions through political action committees ( PACs ) or similar organizations, including PACs sponsored solely or in part by the Company or any trade group of which the Company may be a part. Employees may also make personal political contributions through PACs sponsored solely or in part by the Company. Personal political contributions, including those made through PACs sponsored solely or in part by the Company, will not be reimbursed by the Company. All direct or indirect political contributions by the Company, whether to candidates, PACs, or otherwise, must be approved as required by Company policy. 16. Waivers of the Code of Business Conduct and Ethics Any change in or waiver of this Code for executive officers (including our Chief Executive Officer and Chief Financial Officer) or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or regulations governing the Company. 17. Other Policies No Code can address all specific situations. In addition to this Code, the Company has adopted a number of more specific policies which are maintained in the Employee Do s and Don ts folder and may be accessed through the corporate intranet in the HR/Legal folder, or in the corporate office on the Share drive. The Company s Employee Handbook also contains a number of these and other employment-related policies. ALL EMPLOYEES ARE RESPONSIBLE FOR COMPLYING WITH COMPANY POLICIES AND FOR COMPLYING WITH ALL APPLICABLE LAWS IN THE WORKPLACE AND IN THE PERFORMANCE OF THEIR DUTIES. 9

10 18. Failure to Comply A failure by any employee to comply with the laws or regulations governing the Company s business, this Code or any other Company policy or requirement may result in disciplinary action up to and including termination, and, if warranted, legal proceedings. All employees are expected to cooperate in internal investigations of misconduct. 19. Reporting Illegal or Unethical Behavior; The Compliance Program It is each employee s responsibility to apply the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense, keeping in mind at all times the Company s commitment to compliance with law, ethical conduct, and fair dealing. If something seems unethical or improper, it likely is. Always remember: If you are unsure of what to do in any situation, seek guidance before you act. Speaking to the right people is one of your first steps to understanding and resolving what are often difficult questions. The Fresh Market has implemented an Open Door Policy as described in the Employee Handbook. If you have any questions about how this Code applies in a situation, or if you know of or suspect a violation of this Code or any applicable law, regulation or Company policy, you may use the Open Door Policy or contact the Company s Compliance Officer. Please note, however, that the Open Door Policy requires that reports of harassment be made directly to certain individuals specified in that policy. As a reminder, if you have knowledge of conduct that violates this Code or any applicable law, regulation or Company policy, you are required to report your concerns as described in the previous paragraph. If you suspect a violation but do not know whether it has occurred or will occur, you should use your reasonable judgment in deciding whether to report it. By bringing failures of compliance to light, this principle allows the Company to correct any such failures and helps to prevent future failures from occurring. Special rules apply for matters involving accounting and auditing, as explained further below. Accounting/Auditing Complaints: The law requires that we have in place procedures for addressing complaints concerning accounting, internal accounting controls or auditing matters ( Accounting Matters ) and procedures for employees to anonymously submit their concerns regarding Accounting Matters. Any employee of the Company may submit a good faith complaint regarding Accounting Matters to the management of the Company. Complaints concerning Accounting Matters will be directed to the attention of the Company s Audit Committee, or the appropriate members of that committee. You may also contact the Compliance Officer or the Company s Legal Department. For direct access to the Company s Audit Committee, please address your auditing and accounting related issues or complaints to: Chairman of the Audit Committee c/o General Counsel The Fresh Market, Inc. 628 Green Valley Road, Suite 500 Greensboro, North Carolina The Company has also established a Hotline with a third party provider that permits employees of the Company to report concerns regarding Accounting Matters to the Audit 10

11 Committee. Reports of concerns regarding Accounting Matters that are made through the Hotline may be made on an anonymous, confidential basis via a secure Internet-based system, via or via a voic system. Reports of concerns regarding Accounting Matters that are made through the Hotline will be sent to the General Counsel of the Company. To access the Hotline to report a concern regarding Accounting Matters, employees should go to Upon receipt of a complaint sent to the Chairman of the Audit Committee or a report of a concern regarding Accounting Matters made to the Hotline, the General Counsel will (1) determine whether the complaint actually pertains to Accounting Matters and (2) when possible, acknowledge receipt of the complaint to the sender. Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the General Counsel, internal audit or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. The General Counsel will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of the complaints and such log will be maintained in accordance with the Company s Document Retention Policy. Also, as discussed in the Introduction to this Code, you should know that if you report in good faith what you suspect to be activities that are illegal or violate this Code, you should not be concerned about retaliation from others. Any employees involved in retaliation will be subject to disciplinary action by the Company up to and including dismissal. The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment because of any lawful act done by the employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of Furthermore, the Company could be subject to criminal or civil actions for acts of retaliation against employees who blow the whistle on U.S. securities law violations and other federal offenses. It is a crime under federal law to interfere with the employment or livelihood of any person, knowingly, with the intent to retaliate for providing to a law enforcement officer any truthful information relating to the possible violation of any federal law. The Compliance Program This Code is part of the Fresh Market Compliance Program. The goals of the Compliance Program are: (1) to make each employee aware of the laws, regulations and Company principles, policies and procedures that affect his or her role with the Company; (2) to prevent and detect violations of law or violations of the Company s policies and procedures; (3) to provide a means for employees to report problems, concerns and suspected violations; and 11

12 (4) to serve as a resource to answer questions and provide information to employees about how to comply with applicable laws, regulations, policies and procedures. The Audit Committee oversees the Compliance Program and oversees the Company s policies, addresses compliance-related issues and situations that may arise and oversees any audits of compliance with the Code and policies. The Compliance Officer will have day-to-day operational responsibility for the Compliance Program. He or she will be the contact person for compliance-related questions and will report, directly or indirectly, to the Audit Committee. Suspected violations can be addressed to the Compliance Officer or handled through the reporting procedure described above. The Company s General Counsel currently serves as the Compliance Officer. You may contact the Compliance Officer as follows: Phone: Private Fax: ComplianceOfficer@thefreshmarket.net 12