INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] between Vince Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE VINCE HOLDING CORP. 2013 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vince Holding Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Vince Holding Corp. 2013 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE VINCE HOLDING CORP. 2013 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vince Holding Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Vince Holding Corp. 2013 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CREDIT AGREEMENT Dated as of November 27, 2013 among Vince, LLC, as the Borrower, The Guarantors Named Herein, BANK OF AMERICA, N.A., as Agent and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger...Credit Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] between Vince Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
This CONSULTING AGREEMENT (this “Agreement”), dated as of November 27, 2013, is entered into by and between Apparel Holding Corp., a Delaware corporation (the “Company”) and Sun Capital Partners Management V, LLC, a Delaware limited liability company (the “Consultant”). The Company and Consultant are referred to herein as the “Parties”.
TAX RECEIVABLE AGREEMENT by and between APPAREL HOLDING CORP. (F/K/A KELLWOOD HOLDING CORP.), THE STOCKHOLDERS and THE STOCKHOLDER REPRESENTATIVE Dated as of November 27, 2013Tax Receivable Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 27, 2013, is hereby entered into by and between Apparel Holding Corp., a Delaware corporation, formerly known as Kellwood Holding Corp. (the “Company”), the Stockholders (as defined herein) and Sun Cardinal, LLC, a Delaware limited liability company (along with any successor as provided in Section 7.06), as the “Stockholder Representative”). Capitalized terms used herein have the definitions set forth in Section 1.01.
CREDIT AGREEMENT among VINCE, LLC and VINCE INTERMEDIATE HOLDING, LLC, as Borrowers, VINCE HOLDING CORP., as a Guarantor The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, J.P. MORGAN SECURITIES LLC,...Credit Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • New York
CREDIT AGREEMENT dated as of November 27, 2013, among VINCE, LLC, a Delaware limited liability company (“Vince”), VINCE INTERMEDIATE HOLDING, LLC, a Delaware limited liability company (“Intermediate Holdings” and, together with Vince, each a “Borrower” and collectively, the “Borrowers”), VINCE HOLDING CORP., a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, J.P. MORGAN SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”), BANK OF AMERICA, N.A. and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners, and CANTOR FITZGERALD SECURITIES, as documentation agent (in such capacity, the “Documentation Agent”).
SECOND AMENDMENT TO GRANT AGREEMENTGrant Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores
THIS SECOND AMENDMENT TO GRANT AGREEMENT (this “Amendment”), is made this 26th day of November (the “Effective Date”), 2013 between KELLWOOD COMPANY (“Company”) and Jill Granoff (the “Optionee”).
SHARED SERVICES AGREEMENT by and between KELLWOOD COMPANY, LLC and VINCE, LLC Dated as of November 27, 2013Shared Services Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is made and entered into as of November 27, 2013 (“Effective Date”) by and between Kellwood Company, LLC, a Delaware limited liability company (“Kellwood”) and Vince, LLC, a Delaware limited liability company (“Vince”). Each of Kellwood and Vince are referred to herein sometimes as a “Party” and together as the “Parties.”
FIRST AMENDMENT TO GRANT AGREEMENTGrant Agreement • November 27th, 2013 • Vince Holding Corp. • Retail-apparel & accessory stores
THIS FIRST AMENDMENT TO GRANT AGREEMENT (this “Amendment”), is made this 26th day of November, 2013 (the “Effective Date”) between KELLWOOD COMPANY (“Company”) and Lisa Klinger (the “Optionee”).
