EX-10.31





 Exhibit 10.31 

THE FRESH MARKET HOLDINGS, INC. 

300 N. Greene Street, Suite 1100 

Greensboro, North Carolina 27401 
 January
27, 2022 
 Adrian Bartella 
 Re: Grant of Option (Grant
Date: January 18, 2022)  
 Dear Adrian: 

We are pleased to inform you that you have been granted an option (the “Option”) to purchase shares of common stock
(“Shares”) of The Fresh Market Holdings, Inc. (the “Company”), on the terms and conditions set forth below. The Fresh Market, Inc. is an indirect wholly-owned subsidiary of the Company, which in turn is
majority-owned by an investment fund controlled by an affiliate of Apollo Global Management LLC. The Option has been granted pursuant to the Company’s Stock Option Plan (the “Plan”), and the Option and underlying Shares are
subject in all respects to the provisions of the Plan. Capitalized terms not otherwise defined in the text are defined in the Plan. 
  

	1.	 Number of Shares subject to the Option: 300,000 



 

	2.	 Exercise Price per Share: $7.20 



 

	3.	 Vesting:    The Option shall vest upon the earlier of a Change in Control or any
Investor Sale immediately following which the Investor Percentage falls below 50%, provided that you remain employed through the date of such transaction. Notwithstanding the foregoing, effective upon an IPO and provided you remain employed through
the date of the IPO, your Option will vest as to 5% of the portion thereof that is unvested at the time of the IPO. 


  

	4.	 Termination of the Option.    The Option shall terminate pursuant to the provisions
of Section 5 of the Plan. 


  

	5.	 Release from Transfer Restrictions.    The transfer restrictions contained in
Section 9(a) of the Plan shall lapse on a Change in Control. In addition, following any Investor Sale, a number of Shares shall be released from the transfer restrictions contained in Section 9(a) of the Plan as is equal to (i) 300,000
Shares (subject to adjustment for stock splits etc.) multiplied by the excess of 100% over the Investor Percentage, minus (ii) the number of Shares previously released under this paragraph 5 from the transfer restrictions contained in
Section 9(a) of the Plan (subject to adjustment for stock splits etc.); provided, that if immediately following any Investor Sale, the Investor Percentage falls below 30%, then all of the Shares shall be released from the transfer restrictions;
provided further, that this paragraph 5 shall not be construed as releasing any Shares that are non-transferable by reason 















	 	
of a standstill agreement or related agreement entered into at the request of the managing underwriters of the Qualified Public Offering. For the avoidance of doubt, the number of Shares released
shall be based upon and include all Shares held or which may be acquired by you, including Shares subject to Options upon the subsequent exercise thereof. Further, following a Qualified Public Offering, there shall be released from the transfer
restrictions contained in Section 9(a) of the Plan, Shares having a fair market value equal to the tax withholding obligation due by reason of exercise of any Option within the thirty day period prior to the date it is scheduled to terminate
pursuant to Section 5 of the Plan. For purposes of this letter, (x) “Investor Sale” means of sale of Shares by an Apollo Investor in connection with or following a Qualified Public Offering, and (y) “Investor
Percentage” means the percentage derived by dividing (i) the number of Shares held by all Apollo Investors immediately following the applicable Investor Sale, by (ii) the number of Shares held by all Apollo Investors as of the
date hereof (subject to adjustment for stock splits etc.). Notwithstanding the foregoing, effective upon an IPO, a number of shares equal to the shares underlying the portion of the Option that vests pursuant to an IPO as provided in Section 3
above will be released from the transfer restrictions imposed by Section 9(a) of the Plan, provided that the foregoing will not be construed as releasing any shares that are non-transferable by reason of
a standstill agreement or related agreement entered into at the request of the managing underwriters of the IPO. For the avoidance of doubt, the shares released from the transfer restrictions pursuant to the preceding sentence will reduce the number
of shares that may subsequently be released upon an Investor Sale. 

  

	6.	 Representations.    By accepting this Option, you represent, acknowledge and/or
agree to the following, and understand that the Company would not have granted this Option to you but for your representations, acknowledgements and agreements below. 



 

	 	(a)	 Shares Unregistered; Investor Knowledge. You acknowledge and agree that (i) neither the grant of
the Option nor the offer to acquire Shares upon exercise thereof has been registered under applicable securities laws; (ii) there is no established market for the Shares and it is not anticipated that there will be any such market for the
Shares in the foreseeable future; and (iii) your knowledge and experience in financial and business matters are such that you are capable of evaluating the merits and risks of any investment in the Shares. 



 

	 	(b)	 One-Time Benefit. You acknowledge and agree that: (i) this
award is a onetime benefit, which does not create any contractual or other right to receive future awards, or benefits in lieu of awards; (ii) all determinations with respect to any such future awards, including, but not limited to, the times
when awards shall be granted, the number of shares subject to each award, the exercise or purchase price, and the time or times when each award shall vest, will be at the sole discretion of the Company; (iii) this award is not




  
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part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments; and (iv) THAT THIS AWARD SHALL NOT CREATE A RIGHT TO FURTHER EMPLOYMENT WITH THE COMPANY OR ITS AFFILIATES AND SHALL NOT INTERFERE WITH THE ABILITY OF THE COMPANY OR ANY OF ITS AFFILIATES TO TERMINATE YOUR EMPLOYMENT
RELATIONSHIP AT ANY TIME, AND UPON TERMINATION OF YOUR EMPLOYMENT FOR ANY REASON WHATSOEVER, ANY RIGHTS IN RESPECT OF THE OPTION OR THE UNDERLYING SHARES TO WHICH YOU WOULD HAVE BEEN ENTITLED HAD YOUR EMPLOYMENT NOT TERMINATED SHALL LAPSE UPON THE
DATE OF TERMINATION UNLESS EXPRESSLY STATED OTHERWISE HEREIN OR THE PLAN, AND YOU SHALL NOT BE ENTITLED TO ANY COMPENSATION IN RESPECT OF LOSS OF ALL OR ANY OF THE OPTION OR UNDERLYING SHARES. 


 

	 	(c)	 Employee Data Privacy. You consent to the collection, use and transfer of personal data as described in
this paragraph 5(c). You understand that the Company and its Affiliates hold certain personal information about you including, but not limited to, your name, home address and telephone number, date of birth, social security number, salary,
nationality, job title, common shares or directorships held in the Company, details of all other entitlement to common shares awarded, cancelled, exercised, vested, unvested or outstanding in your favor, for the purpose of managing and administering
this award (“Data”). You further understand that the Company and/or its Affiliates will transfer Data among themselves as necessary for the purposes of implementation, administration and management of this award, and that the
Company and/or any of its Affiliates may each further transfer Data to any third parties assisting the Company in such implementation, administration and management, or to any potential acquirer of the Company or its Affiliates. You authorize them
to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing this award, including any requisite transfer of such Data as may be required for the administration of this
award and/or the subsequent holding common shares on your behalf to a broker or other third party with whom the shares acquired on exercise may be deposited, or, in the case of a potential acquirer, for the purpose of performing diligence on the
Company or its Affiliates. You understand that he or she may, at any time, view the Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the local human resources representative. 



 

	 	(d)	 Confidentiality. You agree not to disclose or discuss in any way the terms of this award to or with
anyone other than members of your immediate family, or your personal counsel or financial advisors (and you will advise such persons of the confidential nature of this award). 



  
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	7.	 Federal Taxes: The Option granted to you is treated as a “nonqualified option” for federal tax
purposes, so when you exercise the Option, the excess of the value of the Shares issued on exercise over the exercise price paid for the Shares is income to you, subject to wage-based withholding and reporting. State and local taxes may also apply.
You should consult your personal tax advisor for more information concerning the tax treatment of your Option. The Company is not making any representations concerning the tax treatment of the Option except that the Company will not treat the grant
of the Option itself as taxable income to you, and is not responsible for any taxes, interest or penalties you incur in connection with your Option, even if the taxing authorities successfully challenge any position taken by the Company in respect
of wage withholding and reporting or otherwise. 


 We are excited to give you this opportunity to share in our future success. Please
indicate your acceptance of this option grant and the terms of the Plan by signing and returning a copy of this letter. 
 Sincerely, 

 

			
	THE FRESH MARKET HOLDINGS, INC.
		
		 	 





	 Name:
	 	 Jason Potter

	 Title:
	 	 Authorized Signatory

	
	 Agreed to and Accepted by:

	
	 /s/ Adrian Bartella

	 Name:
	 	 Adrian Bartella