Effective Date:

September 30, 2021

Title:  

SVP, General Counsel & Secretary (Member of Steering Committee)

Reports to:  

CEO

Location:  

New York, NY

Base Compensation:  

Your annual base salary is $350,000 to be paid in accordance with the Company’s payroll policies and procedure that are in effect from time to time. This position is classified as exempt. As such, you are not eligible for overtime pay for hours worked over 40 days in a week.

Short-Term Incentive:

You will be eligible to participate in the Company’s discretionary annual bonus plan starting Fiscal Year 2021, with a target bonus of 60% of your base salary. Your bonus will be paid to you in accordance with the terms of the bonus plan.

Long-Term Incentive:

Starting Fiscal Year 2021, you will be eligible to participate in the ongoing annual Long-Term Incentive Program of Vince, subject to the terms of such program as approved by and at the discretion of the Vince Board. The Vince Board will determine the target amount and terms (such as equity mix and vesting schedule) of the annual awards each year, based upon the Company’s and/or Vince’s performance as well as market conditions and other factors.

Vacation/Holiday:  

You will receive 25 annualized vacation days in accordance with Company policies.  Vacation will be earned each pay period ratably over the calendar year. Additionally, you will be entitled to all Company holidays and personal holidays as per the Company policies.

Benefits:

You will be enrolled in and entitled to participate in the Company’s employee benefit plans on the same basis as other executive level management employees of the Company participating in such plans, subject to the terms of such plans, and subject to the Company’s right to amend, terminate or take other similar action with respect to such plans.  

Merchandise Discount:

You will be eligible to receive a discount privilege from the Company as set forth in the Company’s Associate Handbook.  In addition, you and your immediate family are eligible to receive Vince’s merchandise discount of 75% off apparel and 50% off licensed merchandise in Vince and Rebecca Taylor retail stores and online. Immediate family includes spouse/domestic partner and children.  For your immediate family member to be eligible for the discount, you must be present at the time of purchase or must make the purchase for the immediate family member. Discount amounts are subject to change at any time.

Clothing Allowance:

You will receive an annualized clothing allowance, to be used and reported in accordance with the Company policy, of $6,000, with respect to the Vince, Rebecca Taylor and Parker brands. This is a discretionary benefit and is subject to change with or without notice.

Severance:

If your employment is terminated by the Company without cause (as such term is defined in Vince’s equity plan), then subject to the execution of a satisfactory release by you, you will receive severance payments, equivalent to your then current base rate of pay, for the next twelve (12) months or until employment is earlier secured. If you are, as of the termination date, enrolled in the Company’s medical and dental plans, you will continue to receive medical and dental coverage in

accordance with the Company’s plans that are then in place until the end of the salary continuation period or, at the Company’s option, coverage under another comparable medical and/or dental plan.

Restrictive Covenants:

Notice Period Requirement. Should you voluntarily resign your employment, you shall provide the Company with a sixty (60) days working notice period. During this notice period, you agree to continue performing all of the functions and responsibilities of your position, continue to give your full time and attention to such responsibilities, and assist the Company in preparing for your departure.

Compliance with Law:

This letter is intended to comply with applicable law.  Without limiting the foregoing, this letter is intended to comply with the requirements of section 409A of the Internal Revenue Code ("409A"), and, specifically, with the separation pay and short-term deferral exceptions of 409A.  Notwithstanding anything in the letter to the contrary, separation pay may only be made upon a "separation from service" under 409A and only in a manner permitted by 409A.  For purposes of 409A, the right to a series of installment payments under this letter shall be treated as a right to a series of separate payments.  In no event may you, directly or indirectly, designate the calendar year of a payment.  All reimbursements and in-kind benefits provided in this letter shall be made or provided in accordance with the requirements of 409A (including, where applicable, the reimbursement rules set forth in the regulations issued under 409A). If you are a "specified employee" of a publicly traded corporation on your termination date (as determined by the Company in accordance with 409A), to the extent required by 409A, separation pay due under this letter will be delayed for a period of six (6) months. Any separation pay that is postponed because of 409A will be paid to you (or, if you die, your beneficiary) within 30 days after the end of the six-

month delay period.  Your position is considered an executive officer within the meanings of the Securities Exchange Act of 1934, as amended, and rules and regulations promulgated thereunder, as of the date approved by the Vince Board.

/s/Lee Meiner___________________________

/s/Akiko Okuma__________________________