Exhibit 10.5

TRANSITION SERVICES AND SEPARATION AGREEMENT

In consideration of the covenants undertaken and releases contained in this TRANSITION SERVICES AND SEPARATION AGREEMENT (hereinafter referred to as “Agreement”), Jill Granoff (“Executive”) on the one hand, and Vince Holding Corp. (the “Company”) on the other hand, agree as follows:

Executive and Company agree that the following facts are true:

NOW THEREFORE, in consideration of the promises herein contained, it is agreed as follows:

1.Facts Incorporated to Agreement.  The above-mentioned facts are hereby incorporated into, and made a part of, this Agreement.

2.Termination of Employment.  Executive’s employment with the Company ended as of September 1, 2015 (the “Termination Date). All salary, compensation, and perquisites of employment ceased as of the Termination Date. The Executive also resigns from all other positions, titles, duties, authorities and responsibilities (including without limitation from any board positions) with,   arising out of or relating to Executive’s employment with the Company and its subsidiaries and affiliates and agrees to execute all additional documents and take such further steps as may be required to effectuate such resignation.  

3.Section 8(d) Payment.  Following the effective date of the General Release (as defined in Section 4 below),     and in exchange for the Executive’s execution of the General Release and the Executive’s compliance with the other terms and conditions of this Agreement and the Employment Agreement, the Company agrees to pay to the Executive (the “Section 8(d)

Payment”) as provided in, and in accordance with the terms of, Section 8(d) of the Employment Agreement. For the avoidance of doubt, such Section 8(d) Payment shall consist solely of the following.

(a)The Company shall pay the Accrued Benefits (as defined in the Employment Agreement).  

(b)The Company shall continue to pay Executive the Executive’s current base salary in accordance with Section 8(d)(ii) of the Employment Agreement, which, for the avoidance of doubt, shall be a maximum payment of $1,500,000.

(c)The Company shall directly pay the Executive’s premiums under COBRA in accordance with Section 8(d)(iii) of the Employment Agreement.

4.Release.  Pursuant to Section 9 of the Employment Agreement, the amounts described in Section 3 (other than the Accrued Benefits) hereof shall only be payable if the Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in the form that was attached as Exhibit B to the Employment Agreement hereto, which has been included as Exhibit A to this Agreement (the “General Release”) and the General Release is executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the Termination Date.

5.Receipt of Compensation Due.  Upon the conclusion of Executive’s employment, the Company will pay Executive any Accrued Obligations (as defined in the Employment Agreement), together with reimbursement for any unpaid business expenses.  Executive acknowledges and agrees that such payment was not made contingent on the execution of this Agreement.  Executive also acknowledges and agrees that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud.

6.Equity Grants.

(a)All of Executive’s equity grants under the 2012 Stock Option Agreement vested as of the Termination Date (which shall consist of options to acquire 691,975 shares of the Company’s common stock, plus an additional 76,256 of options vesting upon the Termination Date to reflect the pro-rata acceleration provided in Section 6(a) of the 2012 Stock Option Agreement, in each case having an exercise price of $5.75, shall be subject to the terms and conditions thereof, including the provision that vested options shall be exercisable for only the one year period after the Termination Date

(b)As provided for in the applicable stock plans and grant agreements, all equity grants that are unvested as of the Termination Date shall expire as of the Termination Date, and the Executive shall have no right or claim with respect to such grants.  Executive acknowledges and agrees that, except as referenced in Section 6(a), the Executive has no further equity interests in the Company of any of its affiliates.

7.Restrictions.  The Executive hereby agrees and reaffirms the covenants and agreements set forth in Section 10 the Employment Agreement and in Annex A to the Stock

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Option Agreement, and any and all remedies applicable thereto in connection with the terms of such agreements.  The Executive and the Company acknowledge and agree that these provisions expressly survive following the Termination Date and shall continue thereafter in accordance with their terms. For the avoidance of doubt, Executive may disclose the compensation paid to her prior to and under this Agreement to the extent such amounts have been made publicly available.  

8.No Other Obligations.  By signing this Agreement, Executive acknowledges and agrees that Executive shall not accrue or be entitled to any payments or benefits beyond the Termination Date except for the Section 8(d) Payment set forth in Section 3 of this Agreement and the survival of the Stock Option Agreements as set forth in Section 6 of this Agreement.  Executive acknowledges that the Section 8(d) Payment is given in consideration for Executive’s promises in this Agreement, the Employment Agreement and the Stock Option Agreements, and that such Section 8(d) Payment is contingent upon Executive’s execution of the General Release and the satisfaction of the other conditions set forth in this Agreement, the Employment Agreement and the Stock Option Agreements.

9.Workers’ Compensation.  Executive represents and warrants that Executive has not suffered any workplace injury other than such injuries, if any, that Executive has previously reported to the Company in writing.

10.Tax Withholding.  Each payment under this Agreement is set forth as a gross amount and is subject to all applicable tax withholdings.  The Company is hereby authorized to withhold from any payment due hereunder the amount of withholding taxes due any federal, state or local authority in respect of such payment and to take such other action as may be necessary to satisfy all Company obligations for the payment of such withholding taxes.

11.Recoupment.  To the extent required under applicable laws rules and regulations, the Company will be entitled to recoup, and the Executive will be required to repay, any payments or benefits pursuant to this Agreement.

12.Integration Clause.  This document, the Employment Agreement and the Stock Option Agreements constitute the complete and entire Agreement between the parties pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions of their Agreement.  Any and all prior agreements, representations, negotiations, and understandings between the parties, oral or written, express or implied, are hereby superseded and merged herein.

13.Modification of Agreement.  This Agreement may be amended, changed, or modified only by a written document signed by all parties hereto.  No waiver of this Agreement or of any of the promises, obligations, terms, or conditions hereof shall be valid unless it is written and signed by the party against whom the waiver is to be enforced.

14.No Assignments; Binding Effect.  Except as provided in this Section 14, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto.  The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that (a) the Company

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shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and (b) the assignor shall remain jointly and severally liable for its obligations under this Agreement.  As used in this Agreement, the term “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.  This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors and administrators (including the Executive’s estate, in the event of the Executive’s death), and their respective permitted successors and assigns.

15.Severability and Enforceability.  Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be part of this Agreement.

16.Singular/Plural.  As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the content so indicates or requires.

17.Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Faxed and/or pdf e-mailed signatures shall be deemed valid as if they were inked originals.

18.Advice of Counsel.  Executive acknowledges and agrees that Executive has carefully read this Agreement; that Executive has had the opportunity to consult an attorney, and has been advised to do so, to have any questions concerning this Agreement explained to Executive; that Executive fully understands the Agreement’s final and binding effect; that the only promises made to Executive to sign this Agreement are those stated above; and that Executive is signing this Agreement voluntarily.  

19.Governing Law; Jurisdiction.  This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisions.  Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts.  In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c)

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WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in Section 21 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of New York.

20.Information Regarding ADEA and OWBPA. Executive acknowledges that as required by the Age Discrimination in Employment Act (ADEA) and the Older Workers Benefit Protection Act (OWBPA), Executive has received information regarding the group of individuals, pursuant to which employees who are terminated and sign a release will be eligible for severance pay.  Executive further acknowledges that Executive has received on Exhibit B attached hereto a written description of the job titles and ages of all individuals eligible for severance pay and the ages of all individuals in the same job classifications who are not selected for termination.

21.Miscellaneous Provisions.

(a)Under no circumstances shall Executive execute Exhibit A prior to the Termination Date.

(b)Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered by email and (i) personally or (ii) sent by certified, registered or express or overnight mail, postage prepaid, and shall be deemed given when emailed and delivered personally, or, if mailed, four (4) days after the date of mailing or the next day after overnight mail, as follows:

If the Company, to:

Vince Holding Corp

500 Fifth Avenue, 20th Floor

New York, NY 10110

Attention:SVP, Human Resources

Telephone:(212) 515-2664

Email:Mwallace@vince.com

With a copy to:

Vince Holding Corp

500 Fifth Avenue, 20th Floor

New York, NY 10110

Attention:  General Counsel

Telephone: 212-515-2650

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If the Executive, to the Executive's home and office addresses reflected in the Company's records

With a copy to:

David B. Wechsler, Esq.

Wechsler & Cohen, LLP

17 State Street, 15^th Floor

New York, NY 10004

Telephone: 212-847-7915

Email:  dwechsler@wechco.com

IN WITNESS WHEREOF, this Agreement has been executed as of the date reflected below:

DATED: September 26, 2015

/s/ Jill Granoff____

  Jill Granoff

DATED: October 6, 2015                            

VINCE HOLDING CORP

By:__/s/ Melissa Wallace_______________

Melissa Wallace

Senior Vice President, Human Resources

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EXHIBIT A

GENERAL RELEASE

I, Jill Granoff, in consideration of and subject to the performance by Vince Holding Corp. (together with its subsidiaries, the “Company”), of its obligations under the Transition Services and Separation Agreement, dated as of September 26^th, 2015 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and Sun Capital Partners V, L.P., Sun Capital Securities Fund, L.P. and Sun Capital Securities Offshore Fund, Ltd. and their respective affiliates and all present, former and future managers, directors, officers, employees, successors and assigns of the Company and Sun Capital Partners V, L.P., Sun Capital Securities Fund, L.P. and Sun Capital Securities Offshore Fund, Ltd. and their affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”).  The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder.  Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1.I HAVE READ IT CAREFULLY;

2.I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

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3.I VOLUNTARILY CONSENT TO EVERYTHING IN IT; 

4.I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5.I HAVE HAD AT LEAST 45 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 45 DAY PERIOD;

6.I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7.I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8.I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:/s/ Jill GranoffDATED: September 26, 2015

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EXHIBIT B

ADEA WAIVER INFORMATION

The following is a listing of the job titles and ages of employees who were and were not selected for termination and offered consideration for signing the waiver. Except for those employees selected for termination, no other employee is eligible or offered consideration in exchange for signing the waiver:

Individuals Selected for Termination To Receive Severance Pay

Job TitlesAge

Chief Executive Officer53

Chief Financial Officer and Treasurer48

SVP General Counsel & Secretary (prior)51

SVP Retail47

President & Chief Creative Officer45

Individuals Not Selected for Termination

In Same Job Classification or Organizational Unit

SVP Operations51

SVP Human Resources57

SVP Wholesale38

VP E-Commerce47

SVP General Counsel & Secretary (current)53