SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 15, 2015 amongCredit Agreement • September 9th, 2015 • Vera Bradley, Inc. • Leather & leather products • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 15, 2015, among VERA BRADLEY DESIGNS, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 4, 2010 among VERA BRADLEY DESIGNS, INC., as Borrower The Lenders Party Hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO BANK, N.A. and KEYBANK NATIONAL...Credit Agreement • October 6th, 2010 • Vera Bradley, Inc. • Leather & leather products • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 4, 2010, among VERA BRADLEY DESIGNS, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 4, 2010 among VERA BRADLEY DESIGNS, INC., as Borrower The Lenders Party Hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO BANK, N.A. and KEYBANK NATIONAL...Credit Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 4, 2010, among VERA BRADLEY DESIGNS, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
5,169,960 Shares VERA BRADLEY, INC. COMMON STOCK, WITHOUT PAR VALUE [FORM OF] UNDERWRITING AGREEMENT April 13, 2011Underwriting Agreement • April 15th, 2011 • Vera Bradley, Inc. • Leather & leather products • Illinois
Certain shareholders of Vera Bradley, Inc., an Indiana corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholders”), acting severally and not jointly, propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), subject to the terms and conditions stated herein, an aggregate of 5,169,960 shares (the “Firm Shares”) of the common stock, without par value, of the Company (the “Common Stock”), each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2022 • Vera Bradley, Inc. • Leather & leather products • Indiana
This Employment Agreement (“Agreement”), executed on this 20th day of September, 2022 effective as of the 1st day of November, 2022 (the “Effective Date”), is by and between Vera Bradley, Inc., an Indiana corporation (the “Corporation”), and Jackie Ardrey (“Executive”). The Corporation and Executive are referred to jointly below as the “Parties.”
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 6th, 2010 • Vera Bradley, Inc. • Leather & leather products • Indiana
This Indemnification Agreement (“Agreement”) is made effective as of this day of by and between Vera Bradley, Inc., an Indiana corporation (the “Company”), and the undersigned officer, director or employee of the Company (“Indemnitee”).
Re: Award Agreement - Grant of Performance UnitsAward Agreement • June 8th, 2016 • Vera Bradley, Inc. • Leather & leather products
Congratulations! In recognition of your continued dedication to Vera Bradley, we are pleased to award you with a discretionary grant of Performance Units ("Award"). This letter constitutes an Award Agreement between you and Vera Bradley regarding the terms and conditions of the grant. In order for the Award referenced in this Award Agreement to become effective, you must electronically accept your grant no later than two weeks from the grant date.
ASSET BASED LENDINGExecution Version Credit Agreement • September 12th, 2018 • Vera Bradley, Inc. • Leather & leather products • Illinois
CREDIT AGREEMENT dated as of September 7, 2018 (as it may be amended or modified from time to time, this “Agreement”) among VERA BRADLEY DESIGNS, INC., and any other Borrower party hereto from time to time, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
PLEDGE AGREEMENTPledge Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of November 26, 2008, is among Vera Bradley Designs, Inc., an Indiana corporation (the “Borrower”), Vera Bradley Retail Stores, LLC, an Indiana limited liability company, and Vera Bradley International, LLC, an Indiana limited liability company (the “Subsidiary Guarantors”) (the Borrower, Subsidiary Guarantors and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit C hereto, are sometimes collectively referred to herein as “Pledgors” and each individually as a “Pledgor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Creditors (the “Collateral Agent”).
LEASE AGREEMENTConfirmation Agreement • June 14th, 2011 • Vera Bradley, Inc. • Leather & leather products • Indiana
THIS LEASE AGREEMENT (“Lease”) made this 28 day of March, 2011, by and between Great Dane Realty, LLC, an Indiana limited liability company (hereinafter referred to as “Landlord”), and Vera Bradley Designs, Inc., an Indiana corporation (hereinafter referred to as “Tenant”).
SECURITY AGREEMENTSecurity Agreement • October 6th, 2010 • Vera Bradley, Inc. • Leather & leather products • New York
SECURITY AGREEMENT (“Agreement”) dated as of November 26, 2008 among Vera Bradley Designs, Inc., an Indiana corporation (the “Borrower”), Vera Bradley Retail Stores, LLC, an Indiana limited liability company, and Vera Bradley International, LLC, an Indiana limited liability company (collectively, the “Subsidiary Guarantors”) (the Borrower, the Subsidiary Guarantors and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A hereto collectively referred to herein as “Grantors”, and each individually as a “Grantor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Creditors (the “Collateral Agent”).
RESTRICTED STOCK AWARD AGREEMENT UNDER VERA BRADLEY DESIGNS, INC. 2010 RESTRICTED STOCK PLANRestricted Stock Award Agreement • September 24th, 2010 • Vera Bradley, Inc. • Leather & leather products • Indiana
This Restricted Stock Award Agreement (this “Agreement”) is made effective July 30, 2010 (the “Grant Date”), and is between Vera Bradley Designs, Inc., an Indiana corporation (the “Company”), and ______________ (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Vera Bradley Designs, Inc. 2010 Restricted Stock Plan (the “Plan”).
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • September 11th, 2019 • Vera Bradley, Inc. • Leather & leather products
This INTEREST PURCHASE AGREEMENT (this "Agreement"), is dated as of June 19, 2019, and is by and among Vera Bradley Holdings, LLC, a Delaware limited liability company ("Buyer"), Creative Genius Holdings, Inc., a California corporation ("Seller"), Creative Genius, Inc., a California corporation (the "Company"), Griffin Thall ("Thall"), Paul Goodman ("Goodman" and together with Thall, each a "Shareholder" and collectively, the "Shareholders"), and, solely for the purpose of Section 11.14, Vera Bradley Designs, Inc.("Designs") and Vera Bradley, Inc. ("VRA" and together with Designs, the "Guarantors" and individually a "Guarantor").
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 12th, 2018 • Vera Bradley, Inc. • Leather & leather products • Illinois
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is entered into as of September 7, 2018 by and among Vera Bradley Designs, Inc., an Indiana corporation (“Vera Bradley Designs”), Vera Bradley, Inc., an Indiana corporation (“Holdings”), Vera Bradley International, LLC, an Indiana limited liability company (“VB International”), Vera Bradley Sales, LLC, an Indiana limited liability company (“VB Sales”), and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with Vera Bradley Designs, Holdings, VB International, and VB Sales, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products
THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of November 26, 2008, is between Vera Bradley Designs, Inc., an Indiana corporation (“Grantor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”).
11,000,000 Shares VERA BRADLEY, INC. COMMON STOCK, WITHOUT PAR VALUE FORM OF UNDERWRITING AGREEMENTVera Bradley, Inc. • October 19th, 2010 • Leather & leather products • Illinois
Vera Bradley, Inc, an Indiana corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain shareholders of the Company named in Schedule I hereto (the “Selling Shareholders”), acting severally and not jointly, propose to sell to the Underwriters, subject to the terms and conditions stated herein, an aggregate of 11,000,000 shares of the common stock, without par value, of the Company (the “Firm Shares”), of which 4,000,000 shares are to be issued and sold by the Company and 7,000,000 shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 11th, 2019 • Vera Bradley, Inc. • Leather & leather products
This Second Amendment to Credit Agreement, dated as of July 16, 2019 (this "Amendment"), is among Vera Bradley Designs, Inc., and any other Borrower party hereto from time to time, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • October 19th, 2010 • Vera Bradley, Inc. • Leather & leather products
This COPYRIGHT SECURITY AGREEMENT (this “Agreement”), dated as of November 26, 2008, is between Vera Bradley Designs, Inc., an Indiana corporation (“Grantor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Creditors (the “Collateral Agent”).
PARENT GUARANTYParent Guaranty • October 6th, 2010 • Vera Bradley, Inc. • Leather & leather products • New York
PARENT GUARANTY dated as of October 4, 2010 (this “Guaranty”) made by Vera Bradley, Inc., an Indiana corporation (the “Guarantor”) in favor of JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and their Affiliates to the extent provided below.
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 6th, 2012 • Vera Bradley, Inc. • Leather & leather products • New York
This Amendment No. 3 to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of June 1, 2012 by and among Vera Bradley Designs, Inc., an Indiana corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A, individually and as administrative agent (the “Administrative Agent).
AMENDMENT NO.1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 2nd, 2014 • Vera Bradley, Inc. • Leather & leather products • New York
This Amendment No. 1 to Amended and Restated Credit Agreement (this "Amendment") is entered into as of November 18, 2010 by and between Vera Bradley Designs, Inc., an Indiana corporation (the "Borrower"), and JPMorgan Chase Bank, National Association, as administrative agent (the "Administrative Agent"), acting with the consent of the Required Lenders.
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [**] INDICATES THAT INFORMATION HAS BEEN REDACTED. INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • January 24th, 2023 • Vera Bradley, Inc. • Leather & leather products
This INTEREST PURCHASE Agreement (this "Agreement") is made and entered into as of January 23, 2023, by and between Vera Bradley Holdings, LLC, a Delaware limited liability company ("Buyer"), Creative Genius Holdings, Inc., a California corporation ("Holdings"), Creative Genius Investments, Inc., a California corporation ("CGI" and together with Holdings, each a "Seller" and collectively, "Sellers"), Griffin Thall ("Thall") and Paul Goodman ("Goodman", and together with Thall, each a "Shareholder" and collectively, the "Shareholders") and, solely for purposes of Section 9(a) hereof, Vera Bradley Designs, Inc., an Indiana corporation ("Designs") and Vera Bradley, Inc., an Indiana corporation ("VRA"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in that certain Interest Purchase Agreement, dated as of June 19, 2019, by and among Buyer, Holdings, Creative Genius, Inc., a California corporation (the "Company"), Thall, Goodman and, solely
SECOND AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2016 • Vera Bradley, Inc. • Leather & leather products
This Second Amendment of Employment Agreement (the “Amendment”), is executed on this 17th day of June 2016 (the “Effective Date”), by and between Vera Bradley, Inc., an Indiana corporation (the “Corporation”), and Robert Wallstrom (“Executive”). The Corporation and Executive are referred to jointly below as the “Parties.”
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 26th, 2017 • Vera Bradley, Inc. • Leather & leather products • New York
This Amendment No. 2 to Second Amended and Restated Credit Agreement (this “Amendment”) is entered into as of October 20, 2017 by and among Vera Bradley Designs, Inc., an Indiana corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A, individually and as administrative agent (the “Administrative Agent”).
Re: Award Agreement - Grant of Performance UnitsAward Agreement • November 5th, 2013 • Vera Bradley, Inc. • Leather & leather products
Congratulations! We are pleased to award you with a discretionary grant of Performance Units (“Award”) in connection with your appointment as Chief Executive Officer of Vera Bradley, Inc. (the “Company”). This letter constitutes an Award Agreement between you and the Company regarding the terms and conditions of the grant. In order for the Award referenced in this Award Agreement to become effective, you must sign and date this form and return a signed copy to Stacy Knapper.
LEASE EXTENSIONLease Extension • June 14th, 2011 • Vera Bradley, Inc. • Leather & leather products
This Lease Extension is entered into as of March 1, 2011 by and between MILBURN, LLC (“Landlord”) and VERA BRADLEY, INC. (successor in interest to VERA BRADLEY DESIGNS, INC.) (“Tenant”).
FORM OF TIME-BASED AWARD AGREEMENTBased Award Agreement • June 6th, 2012 • Vera Bradley, Inc. • Leather & leather products
Congratulations! In recognition of your continued dedication to Vera Bradley, we are pleased to award you with a discretionary grant of time-based Restricted Stock Units (“Award”). This letter constitutes an Award Agreement between you and Vera Bradley regarding the terms and conditions of the grant. In order for the Award referenced in this Award Agreement to become effective, you must sign and date this form and return a signed copy to Julie North by no later than . [Insert]
SUPPLEMENT TO PLEDGE AND SECURITY AGREEMENTSupplement to Pledge and Security Agreement • August 8th, 2023 • Vera Bradley, Inc. • Leather & leather products
Reference is hereby made to the Pledge and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of September 7, 2018 by and among Vera Bradley Designs, Inc., an Indiana corporation (“Vera Bradley Designs”), Vera Bradley, Inc., an Indiana corporation (“Holdings”), Vera Bradley International, LLC, an Indiana limited liability company (“VB International”), Vera Bradley Sales, LLC, an Indiana limited liability company (“VB Sales”), Vera Bradley Holdings, LLC, a Delaware limited liability company (“VB Holdings”) and certain other entities which become parties to the Security Agreement from time to time, including, without limitation, those that become party thereto by executing a Security Agreement Supplement in substantially the form hereof (such parties, including the undersigned, together with Vera Bradley Designs, Holdings, VB International, VB Sales and VB Holdings, the “Grantors”), in favor of JPMorgan Chas
FORM OF SHARE REPURCHASE AGREEMENTForm of Share Repurchase Agreement • October 4th, 2010 • Vera Bradley, Inc. • Leather & leather products • Indiana
THIS AGREEMENT (the “Agreement”) is made as of the day of , 2010, among Vera Bradley, Inc., an Indiana corporation (the “Company”), Barbara Bradley Baekgaard, Patricia R. Miller, Jill A. Nichols, Michael C. Ray, Kimberly F. Colby and P. Michael Miller (each, a “Shareholder” and together, the “Shareholders”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 6th, 2010 • Vera Bradley, Inc. • Leather & leather products
THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of November 26, 2008, is between Vera Bradley Designs, Inc., an Indiana corporation (“Grantor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”).
LEASELease • August 13th, 2010 • Vera Bradley, Inc. • Leather & leather products • Indiana
AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 10th, 2014 • Vera Bradley, Inc. • Leather & leather products • New York
This Amendment No. 5 to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of September 9, 2014 by and among Vera Bradley Designs, Inc., an Indiana corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A, individually and as administrative agent (the “Administrative Agent”).
PUT/CALL AGREEMENTPut/Call Agreement • September 11th, 2019 • Vera Bradley, Inc. • Leather & leather products
This Put/Call Agreement (this “Agreement”) is made and entered into as of July 16, 2019, by and between Vera Bradley Holdings, LLC, a Delaware limited liability company (“Buyer”), Creative Genius Holdings, Inc., a California corporation (“Holdings”), Creative Genius Investments, Inc., a California corporation (“CGI” and together with Holdings, each a “Seller” and collectively, “Sellers”), Griffin Thall (“Thall”) and Paul Goodman (“Goodman”, and together with Thall, each a “Shareholder” and collectively, the “Shareholders”) and, solely for purposes of Section 11 hereof, Vera Bradley Designs, Inc., an Indiana corporation (“Designs”) and Vera Bradley, Inc., an Indiana corporation (“VRA”, and each of Designs and VRA a “Guarantor” and collectively, the “Guarantors”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in that certain Interest Purchase Agreement, dated as of June 19, 2019, by and among Buyer, Holdings, Creative Genius, Inc., a Cal
FORM OF PERFORMANCE-BASED AWARD AGREEMENTAward Agreement • June 6th, 2012 • Vera Bradley, Inc. • Leather & leather products
Congratulations! In recognition of your continued dedication to Vera Bradley, we are pleased to award you with a discretionary grant of Performance Units (“Award”). This letter constitutes an Award Agreement between you and Vera Bradley regarding the terms and conditions of the grant. In order for the Award referenced in this Award Agreement to become effective, you must sign and date this form and return a signed copy to Julie North by no later than . [Insert]
Re: Award Agreement - Grant of Performance UnitsAward Agreement • June 7th, 2017 • Vera Bradley, Inc. • Leather & leather products
Congratulations! In recognition of your continued dedication to Vera Bradley, we are pleased to award you with a discretionary grant of Performance Units ("Award"). This letter constitutes an Award Agreement between you and Vera Bradley regarding the terms and conditions of the grant. In order for the Award referenced in this Award Agreement to become effective, you must electronically accept your grant no later than two weeks from the grant date.
