Exhibit 10.1

SHARED SERVICES AGREEMENT

by and between

KELLWOOD COMPANY, LLC

and

VINCE, LLC

Dated as of November 27, 2013

TABLE OF CONTENTS

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SHARED SERVICES AGREEMENT

THIS SHARED SERVICES AGREEMENT (this “ A greement ”) 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 .”

WITNESSETH:

WHEREAS, each of the Parties has requested that the other Party provide certain services to the first Party; and

WHEREAS, each of the Parties has agreed to provide services to and accept services from the other Party.

NOW, THEREFORE, in consideration of the promises and the respective representations, warranties, covenants, agreements, and conditions contained herein, the Parties agree as follows.

ARTICLE I

Definitions

1.1 Certain Defined Terms in this Agreement . The following terms when used in this Agreement with initial capital letters shall have the respective meanings set forth in this Section 1.1 .

(a) “ Accounting Firm ” shall mean Ernst & Young, and if Ernst & Young refuses or is unable to perform the requested services, Deloitte. If Deloitte refuses or is unable to perform the requested services, Kellwood and Vince shall negotiate in good faith to agree upon a different valuation firm, which valuation firm shall not be one of the ten largest accounting firms in the United States.

(b) “ Agreement ” shall have the meaning set forth in the preamble.

(c) “ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided that with respect to either Party to this Agreement, the other Party shall not be deemed to be its Affiliate.

(d) “ Business Day ” means any day that is not a Saturday, a Sunday or a day on which banks are required to be closed in the state of New York.

(e) “ Confidential Information ” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to the business, products, financial condition, services, or research

or development of either Party or their respective suppliers, distributors, customers, independent contractors or other business relations. Confidential Information includes, but is not limited to, the following: (i) internal business and financial information (including information relating to strategic and staffing plans and practices, business, finances, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, either Party’s suppliers, distributors, customers, independent contractors or other business relations and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, recipes, research, records, reports, manuals, documentation, models, data and databases relating thereto; (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); and (v) other intellectual property rights. Notwithstanding the foregoing, “ Confidential Information ” does not include (a) information that either Party can demonstrate was or has become generally available to the public other than as a result of disclosure by such Party or its Affiliates, (b) information that is disclosed to a Party or its Affiliates, other than under an obligation of confidentiality, by a third party who had no obligation not to disclose such information to others or (c) information that is independently developed after the date hereof by a Party or its Affiliates without the use of the other Party’s or its Affiliates’ Confidential Information.

(f) “ Effective Date ” shall have the meaning set forth in the preamble.

(g) “ Fees ” shall mean the charges for the Services payable by the Recipient to Service Provider.

(h) “ Governmental Authority ” means any government, nation, state, province, territory or any political subdivision thereof and any department, commission, board, bureau, agency, instrumentality, or other regulatory authority of any of the foregoing, whether federal, state, local transnational or foreign.

(i) “ Law ” means any applicable law, rule, regulation, judgment, injunction, order, decree or other restriction of any Governmental Authority.

(j) “ Loss ” shall have the meaning set forth in Section 6.1 .

(k) “ Kellwood Business ” means the business of Kellwood immediately prior to the Closing, other than the Vince Business.

(l) “ New Services ” means any services that prior to the date of this Agreement were not received by the Recipient through or from the Service Provider and which are added to the Schedules after the Effective Date pursuant to Section 2.1(b) upon mutual agreement by the Parties.

(m) “ New Services Fees ” means the fees for New Services, which shall be mutually agreed upon in good faith by the Parties.

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(n) “ Person ” means an individual, sole proprietorship, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority.

(o) “ Prime Rate ” means the rate that Wells Fargo (or its successor or another major money center commercial bank agreed to by the parties) announces as its prime lending rate, as in effect from time to time.

(p) “ Recipient ” means a Party in its capacity of receiving Services from the other Party.

(q) “ Recipient Expense ” means any amounts that may be paid by Service Provider on behalf of Recipient, including payroll, benefits, taxes, vendor payments or any other Recipient related expenses.

(r) “ Schedule ” means a schedule attached hereto.

(s) “ Service Provider ” means a Party in its capacity of providing Services to the other Party.

(t) “ Service Term ” means the term of each Service which shall begin on the Effective Date, or such later date, if any, set forth on the Schedule related to such Service, and shall continue indefinitely unless (i) an express expiration date is set forth in the applicable Schedule with respect to such Service, in which case such Service Term shall be through the expiration date expressly set forth in the applicable Schedule with respect to such Service (unless terminated earlier pursuant to Section 4.3 or Section 4.4 ) or (ii) terminated pursuant to Section 4.3 or Section 4.4 .

(u) “ Services ” means (i) the services set forth on the Schedules attached hereto, (ii) if not set forth on the Schedules attached hereto, such other services that the Recipient received through or from the Service Provider in the ordinary course of business within the twelve (12) months prior to the date of this Agreement and which are requested in writing by the Recipient (other than legal services, store design and any other services that Vince is currently performing as of the date hereof, which shall not be services hereunder) and (iii) the New Services, in each case as further described in Article II .

(v) “ Third Party Service Provider ” means a third party that has been engaged by a Service Provider to assist in the delivery and performance of its obligations under this Agreement.

(w) “ Term ” means the period commencing on the Effective Date and, unless sooner terminated pursuant to the terms hereof, continuing in effect until the termination of all Service Terms.

(x) “ Vince Business ” means the design, development, manufacturing, sourcing, marketing, licensing, distribution and sale of Vince branded apparel and related accessories through wholesale, retail stores, e-commerce and any other distribution channels.

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1.2 Interpretation . When a reference is made to an Article, Section or Schedule, such reference shall be to an Article, Section or Schedule of or to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” and, unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” shall not be exclusive. Unless the context requires otherwise, words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders.

ARTICLE II

Services

2.1 Service Schedules.

(a) Commencing on the Effective Date and continuing throughout the Service Term applicable to each Service, the Service Provider (including through its Affiliates and Third Party Service Providers) shall provide the Services to the Recipient pursuant to the terms of this Agreement and as set forth in the Schedules. In the event of any discrepancy between this Agreement and any Schedule, this Agreement shall govern unless the Schedule expressly overrides this Agreement.

(b) Unless otherwise expressly set forth on any particular Schedule or Schedules (in which such case the terms set forth on such Schedule or Schedules shall govern the modification or supplementation of such Schedule or Schedules), after the date hereof, the Schedules may be modified or supplemented only by mutual agreement of the Parties.

(c) Notwithstanding the fact that prior to the Effective Date the Service Provider may have performed Services without charge for the Recipient according to past practice in the ordinary course of business, the Recipient is hereby required to pay the Service Provider for such Services in accordance with the terms of the Agreement including Article III hereof.

2.2 Performance of Services.

(a) The Service Provider covenants that it shall perform the Services in a commercially reasonable and workmanlike manner, and in any case, in a manner consistent with the level of services such Service Provider would in similar circumstances provide to its Affiliates through its companies or businesses, or as otherwise provided in the Schedules. During the Term, the Service Provider shall use commercially reasonable efforts to maintain the resources appropriate to provide the Services with not less than the level of care, quality, and timeliness that the Service Provider would use to provide similar services to its own businesses. The Service Provider shall promptly notify the Recipient of any staffing or resource problems of which it becomes aware of that could reasonably be considered to materially affect the Services. The Parties shall work together in good faith to remedy any such problems.

(b) The Recipient understands that prior to the Effective Date, the Service Provider may have contracted with Third Party Service Providers to provide services in connection with all or any portion of the Services to be provided hereunder. The Service Provider reserves the right to continue in accordance with past practice in the ordinary course of business to subcontract with Third Party Service Providers to provide the Services.

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(c) The Service Provider shall perform the Services in compliance in all material respects with all applicable Laws. The Service Provider shall promptly notify the Recipient of any compliance problems of which it becomes aware that could reasonably be considered to materially and adversely affect the Services or the Recipient.

(d) Both Parties shall use commercially reasonable efforts to obtain as promptly as possible the consents, approvals, licenses or authorizations of any Person as may be necessary for the performance of its obligations pursuant to this Agreement, provided that the Service Provider shall be the primary point of contact with such Person. The Recipient shall be responsible for any costs associated with obtaining such consents, approvals, licenses or authorizations, provided that the Service Provider must obtain the Recipient’s prior consent to such costs before agreeing to or otherwise incurring such costs. In the event that the consent, approval, license or authorization of any such Person, if required, is not obtained within a reasonable time period after the Effective Date, the Parties shall work together to develop a commercially reasonable alternative for the provision of the Services affected by such failure to obtain consent. While the Parties are developing such an alternative plan, the Service Provider shall be relieved of its obligations as set forth in Section 2.2(e) and the Recipient shall not be obligated to pay for such Services. If the Parties elect such an alternative plan, the Service Provider shall provide the Services in such alternative manner at the Recipient’s sole cost and expense (unless otherwise agreed in writing by the Parties). If the Parties do not accept such alternative, or no commercially reasonable alternative exists, the Service Provider shall be relieved of its obligation to provide such Service and Recipient shall have no obligation to pay for such Service.

(e) The Service Provider’s inability to perform any of its responsibilities under this Agreement shall be excused if and to the extent the non-performance is caused by: (i) the failure of the Recipient, its third party providers, its subcontractors, or its or their employees or agents: (A) to perform the Recipient’s obligations under this Agreement, or (B) to provide resources the Service Provider reasonably requested when required; (ii) the wrongful or tortious actions of the Recipient, its third party providers, its subcontractors, or its or their employees or agents; (iii) the Service Provider’s compliance with the Recipient’s instructions, decisions, consents, notices, acceptances, authorizations, waivers, permissions or approvals; or (iv) the improper functioning or unavailability of technology for which Service Provider or any of its Third Party Service Providers does not have operational responsibility. In the event the Recipient fails to perform its obligations hereunder or to provide resources under this Agreement when required, the Service Provider will notify the Recipient in writing of any such failure and nonetheless use commercially reasonable efforts to provide the Services in the absence of such resources, provided that the Recipient will reimburse the Service Provider for any costs reasonably incurred by Service Provider in the course of mitigating, overcoming, or working around the effects of such non-performance.

(f) Review Meetings . The Parties agree to hold review meetings (the “ Review Meetings ”) not less than once each fiscal year of Vince on a date to be set by management of Vince with the consent of Kellwood, which shall not be unreasonably withheld,

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conditioned or delayed. Representatives of Vince and of Kellwood shall attend the Review Meeting (and Vince and Kellwood shall use commercially reasonable efforts to cause all Kellwood Affiliates and, if requested by either Party, Third Party Service Providers, in each case that are providing Services hereunder at the time of the meeting to attend the Review Meeting) and such attendees shall review and discuss any operational, strategic or other issues raised by any participant with respect to the provision of the Services, including any New Services or proposed New Services. The Parties intend that the information exchanged at such Review Meetings shall be in addition to ongoing communication between representatives of the Parties with respect to the provision of services hereunder. In the event either Party determines to change their fiscal year, it shall give not less than ninety (90) day’s written notice to the other Party of such change and the Parties shall work in good faith to make such changes as may be reasonably necessary to this Agreement and the Schedules as a result of such fiscal year change.

ARTICLE III

Charges and Billing; Taxes

3.1 Fees for Services . Unless otherwise set forth in the Schedules, the Fees for the Services (other than New Services) shall be the full amount of any and all actual out-of-pocket expenses, including base salary, wages, certain bonuses and other benefits (without providing for any margin of profit or allocation of depreciation or amortization expense) incurred by the Service Provider or its Affiliates in connection with the provision of the Services; provided that in no event shall the Fees be less than the actual out-of-pocket expenses, including base salary, wages, certain bonuses and other benefits (without providing for any margin of profit or allocation of depreciation or amortization expense) incurred by the Service Provider or its Affiliates in connection with the provision of the Services.

3.2 Fees for New Services . The Fees for the New Services shall be the New Services Fees.

3.3 Fees for Services Provided by Third Party Service Providers . The Fees for any Services that the Service Provider provides through a Third Party Service Provider shall be the actual cost incurred by the Service Provider in contracting with the Third Party Service Provider to provide such Service.

3.4 Invoices . The Service Provider shall provide an invoice for the Fees and amounts owed hereunder on a monthly basis in arrears, by the fifteenth (15th) Business Day following the end of each fiscal month commencing with the first completed fiscal month following the Effective Date. Each invoice shall set forth in reasonable detail the applicable Services provided during such period and the corresponding amounts owed for each of the Services. The Recipient shall pay the invoice in full within fifteen (15) Business Days of receiving such invoice. The Service Provider shall give reasonable advance notice of the amount of Recipient Expenses to the Recipient and the Recipient Expenses shall be deposited by Recipient into an account specified by Service Provider at least three (3) Business Days prior to being paid out by Service Provider. Any Recipient Expense that may be paid by Service Provider prior to such deposit shall be promptly, and no later than five (5) Business Days after requested by the Service Provider, reimbursed to the Service Provider by the Recipient. The Recipient shall have the right, upon reasonable written notice to the Service Provider, to

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reasonably inspect the books, accounts and records of the Service Provider relating directly to the Services solely for the purposes of verifying the amounts invoiced to the Recipient hereunder; provided , that such access does not unreasonably interfere with the operations of the Service Provider or any of its Affiliates. The Recipient shall bear the cost of any such inspection.

3.5 Quarterly True-Up . Within thirty (30) days following the end of each Vince fiscal quarter, the Service Provider shall deliver to the Recipient a statement (in its final and binding form, the “ True-Up Statement ”) setting forth, in reasonable detail, all (i) amounts invoiced for such fiscal quarter and (ii) the amount (the “ True-Up Amount ”), either to be paid by the Recipient to the Service Provider or by the Service Provider to the Recipient, required to reconcile the actual Fees for such fiscal quarter versus the amount of Fees paid for such fiscal quarter by the Recipient to the Service Provider. During the fifteen (15) days following the Recipient’s receipt of the True-Up Statement, the Recipient shall be permitted to review the Service Provider’s working papers relating to the True-Up Statement. The True-Up Statement shall become final and binding upon the parties fifteen (15) days following the Recipient’s receipt thereof, unless the Recipient gives written notice of its disagreement (a “ Notice of Disagreement ”) to the Service Provider prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by the Service Provider, then the True-Up Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm. The True-Up Amount, if any, shall be paid by the applicable Party within five (5) business days of the True-Up Statement becoming final. During the fifteen (15) days following delivery of a Notice of Disagreement, the Service Provider and the Recipient shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, the Service Provider shall be permitted to review the Recipient’s working papers relating to the Notice of Disagreement. At the end of such fifteen (15)-day period, the Service Provider and the Recipient shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) that remain in dispute, and the Accounting Firm shall make a final determination of the True-Up Amount in accordance with the guidelines and procedures set forth in this Agreement. The Service Provider and the Recipient will cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm’s determination of True-Up Amount shall be based solely on written presentations submitted by the Service Provider and the Recipient which are in accordance with the guidelines and procedures set forth in this Agreement ( i.e. , not on the basis of an independent review). The Accounting Firm shall consider only the disputed matters that were included in the Notice of Disagreement and the Accounting Firm may not assign a value to any item in dispute greater than the greatest value assigned by the Recipient, on the one hand, or the Service Provider, on the other hand, or less than the smallest value for such item assigned by the Recipient, on the one hand, or the Service Provider on the other hand. The True-Up Statement shall become final and binding on the Parties on the date the Accounting Firm delivers its final resolution in writing to the Parties (which the Accounting Firm shall be instructed to deliver not more than thirty (30) days following submission of such disputed matters). The fees and expenses of the Accounting Firm shall be allocated based upon the percentage which the portion of the contested amount not

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awarded to each Party bears to the amount actually contested by such Party in the written presentation to the Accounting Firm. For example, if the Recipient submits a Notice of Disagreement for $1,000, and if Service Provider contests only $500 of the amount claimed by the Recipient, and if the Accounting Firm ultimately resolves the dispute by awarding the Recipient $300 of the $500 contested, then the costs and expenses of the Accounting Firm will be allocated 60% ( i.e ., 300/500) to the Service Provider and 40% ( i.e ., 200/500) to the Recipient.

3.6 Late Payments . Fees not paid when due in accordance with the provisions of Section 3.4 shall bear interest at a rate per annum equal to the Prime Rate plus one percent (1%) from such date due until the date paid (including any disputed Fees to the extent finally determined in accordance with Section 3.5 to be due and payable).

3.7 Taxes . The Recipient shall pay any and all taxes incurred in connection with the Service Provider’s provision of the Services, including all sales, use, value-added, and similar taxes, but excluding taxes based on the Service Provider’s net income.

ARTICLE IV

Term

4.1 Agreement . This Agreement shall remain in effect during the Term; provided that, the provisions of Article V , Article VI , Article VII , and Article VIII , and any other provision of this Agreement and the Service Schedules which by their terms are intended to survive, shall survive the termination or the expiration of this Agreement.

4.2 Service Schedules . The term of each Service shall be the Service Term for that Service.

4.3 Termination for Cause . Either Party may terminate this Agreement if the other Party is in material breach of this Agreement, and such other Party fails to cure such breach within thirty (30) days following receipt of written notice thereof from the non-breaching Party; it being agreed that failure of the Recipient to timely pay invoices pursuant to Section 3.4 (subject to Section 3.5 ) shall constitute a material breach of this Agreement.

4.4 Termination of Individual Services . The Recipient may terminate any or all of the Services (including any portion of a specific Service) at any time for any reason (with or without cause) upon giving the Service Provider the required advanced notice for termination of such Service or Services as set forth in the Schedule applicable to such Service or Services; provided that if the Schedule does not specify a notice requirement for the applicable Service or Services to be terminated, ninety (90) days prior written notice shall be required to be given by the Recipient. The termination of any Service or a portion thereof shall not relieve the Recipient of the obligation to pay for any terminated Services that are provided prior to the effective date of such termination. The Recipient acknowledges that upon the termination of certain Services or portions thereof, the Service Provider may no longer be in a position to provide certain other Services or portions thereof that are related to such terminated Services or terminated portions thereof. Within ten (10) Business Days following the date upon which the Recipient notifies the Service Provider in writing that the Recipient no longer requires the Service Provider to provide a Service or portion thereof (the “ Proposed Terminated Services ”), the Service Provider shall

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notify the Recipient in writing of the related Services or portions thereof that the Service Provider will no longer be in a position to provide upon the termination of the Proposed Terminated Services (the “ Additional Terminated Services ”) and the Recipient shall, within five (5) Business Days of such notification by the Service Provider, respond in writing of the Recipient’s determination to (i) terminate the Proposed Terminated Services and the Additional Terminated Services or (ii) withdraw the initial election to terminate the Proposed Terminated Services.

4.5 Termination Assistance . Except as otherwise provided in Article V , upon termination of this Agreement or when any Confidential Information furnished by the disclosing party pursuant to this Agreement is no longer needed for the purposes contemplated by this Agreement, the receiving party shall, at the disclosing party’s written direction, promptly either return to the disclosing party all the disclosing party’s Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon), or certify to the disclosing party that such Confidential Information has been destroyed; provided that the receiving party shall not be required to return or destroy Confidential Information that (a) is required to be retained by law, regulation, rule or policy of any stock exchange or regulatory authority or documented internal retention policies, or (b) is residing in data back-up systems and created in the ordinary course of business; and provided further that any Confidential Information so retained will treated consistent with the receiving party’s own confidential information.

ARTICLE V

Confidentiality

5.1 Confidential Information . Each Party shall maintain, and shall cause such Party’s controlling equity holders, directors, officers, employees, agents, consultants and contractors to maintain, in strict confidence and shall not disclose to any third party (except to its Affiliates and service providers in connection with the provision of the Services that are themselves bound by similar nondisclosure restrictions; provided , that the Party disclosing such Confidential Information to its Affiliates or service providers shall be liable for any disclosures made by such Affiliates or service providers that would, if made by the disclosing Party, violate this Section 5.1 as if the disclosing Party had made such disclosure) any and all Confidential Information, except as may be necessary in order to comply with a requirement of Law, in which case the receiving party shall, if permissible, promptly notify the disclosing party of any such requirement and such disclosing party shall be permitted to seek confidential treatment for such information; provided that any Party or its Affiliates may disclose the terms of this Agreement (without providing notice to the other Party) (i) in any registration statement relating to the initial public offering by Apparel Holding Corp., a Delaware corporation, of its common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “ Initial Public Offering ”) and (ii) in order to comply with the disclosure requirements of the U.S. Securities Exchange Commission (including but not limited to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), and the rules and regulations of any exchange on which such Party’s securities are listed.

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5.2 Standard of Care; Disclosure . With respect to any such Confidential Information, each of the Parties shall: (i) use the same degree of care in safeguarding the other Party’s Confidential Information as it uses to safeguard its own information which is proprietary and/or treated as confidential; and (ii) upon the discovery of any inadvertent disclosure or unauthorized use of the Confidential Information, or upon obtaining notice of such disclosure or use from the other Party, take or cause to be taken all necessary actions to prevent any further inadvertent disclosure or unauthorized use.

5.3 Data Privacy . Each Party shall use commercially reasonable efforts to develop and implement a written comprehensive information security program to protect personal information and shall use commercially reasonable efforts to implement and maintain appropriate security measures to protect personal information, in each case to the extent required by applicable Laws.

ARTICLE VI

Indemnification

6.1 Obligation of the Service Provider to Indemnify . The Service Provider shall indemnify, defend, and hold harmless the Recipient, its Affiliates, and its and their respective equity holders, directors, officers, managers, employees, agents, representatives successors and permitted assigns (collectively, the “ Recipient Indemnitees ”) from and against any and all deficiencies, liabilities, obligations or out-of-pocket costs or expenses, including reasonable attorneys’ fees and expenses and costs and expenses of investigation (collectively, “ Losses ”) incurred or suffered by the Recipient Indemnitees attributable or relating to the Service Provider’s actual fraud or breach of this Agreement; provided , that, other than in the case of actual fraud or a breach of Article V hereof by the Service Provider, the amount of such indemnification shall not exceed an aggregate amount equal to the fees actually received by the Service Provider from the Recipient for provision of the Service or Services attributable to or relating to such Losses for the six calendar months preceding the date on which such claim for indemnification is made.

6.2 Obligation of the Recipient to Indemnify . The Recipient shall indemnify, defend, and hold harmless the Service Provider, its Affiliates and its and their respective equity holders, directors, officers, managers, employees, agents, representatives, successors and permitted assigns (collectively, the “ Service Provider Indemnitees ”) from and against any and all Losses incurred or suffered by any Service Provider Indemnitee attributable or relating to the Recipient’s actual fraud or breach of this Agreement.

ARTICLE VII

Exclusion of Certain Damages and Sole Remedy

7.1 EXCLUSION OF CERTAIN DAMAGES AND SOLE REMEDY . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CLAIMS RELATING TO (A) A BREACH OF ARTICLE V OR (B) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR ACTUAL FRAUD, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, ARISING FROM THE PERFORMANCE OF, OR RELATING TO, THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS

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BEEN NOTIFIED OF THE POSSIBILITY OF, OR THE FORESEEABILITY OF, SUCH DAMAGES. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 7.1 SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.2 Sole Remedy . Except as set forth in Section 7.5 , the Parties acknowledge and agree that their sole and exclusive remedy against any other Party or any of their Affiliates and any equityholder, officer, manager, director, employee or agent of any of the foregoing, whether in any individual, corporate or any other capacity, with respect to any and all claims, other than claims for actual fraud or a breach of Article V relating (directly or indirectly) to the subject matter of this Agreement, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, shall be as set forth in Article VI .

7.3 Disclaimer of Warranties . EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE PROVIDER AND THE RECIPIENT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

7.4 Force Majeure . Each Party will be excused from acting, failing to act or delay in acting, and no such action, failure or delay shall constitute a breach of this Agreement or otherwise give rise to any liability of such Party, if such action, failure or delay is caused by circumstances beyond such Party’s reasonable control, including, but not limited to, emergency conditions, action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, war, riot, theft, flood, earthquake or other natural disaster, breakdown of public or private or common carrier communications or transmission facilities, or failure to act or delay resulted from such Party’s reasonable belief based upon the advice of its counsel that the action would have violated Law; provided that if such Party’s failure to act or delay is pursuant to such advice of counsel, such Party shall immediately inform the other Party of such advice and shall propose for the other Party’s approval a commercially reasonable alternative to the advised-against action (and any additional or increased expenses associated with such alternative) and shall take such alternative action upon the other Party’s approval and any additional or increased expense shall be borne by the other Party. In any such event, the Recipient’s and the Service Provider’s obligations hereunder shall be postponed for such time as the performance is suspended or delayed on account of such event and the Parties shall seek to promptly identify and implement a commercially reasonable alternative to minimize any interruption, delay or failure in the provision of the Services hereunder. Each of the Recipient and the Service Provider shall promptly notify the other in writing upon learning of the occurrence of such event, such notice to provide reasonable detail as to the nature of such event, and each of the Recipient and the Service Provider will promptly use its commercially reasonable efforts to resume its performance with the least practicable delay.

7.5 Specific Performance . The Parties agree that money damages would not be an adequate remedy for any breach of the provisions of this Agreement, and any breach of the provisions of this Agreement would result in irreparable injury and damage for which no Party

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would have an adequate remedy at law. Therefore, in the event of a breach or a threatened breach of the provisions of this Agreement, each Party, in addition to any other rights and remedies existing in its favor at law or in equity, shall be entitled to specific performance or immediate injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions of this Agreement (without posting a bond or other security), without having to prove damages. The terms of this Section 7.5 shall not prevent any Party from pursuing any other available remedies for any breach or threatened breach of this Agreement.

ARTICLE VIII

Miscellaneous

8.1 Shared Contracts; Etc. . With respect to any contracts of Kellwood or its Affiliates that are used in the operation of the Vince Business or any contracts of Vince or its Affiliates that are used in the operation of the Kellwood Business (“ Shared Contracts ”), at the Recipient’s (which Recipient may be Kellwood or Vince) request, the Service Provider shall (and shall cause the applicable Affiliate to) use commercially reasonable efforts to assist the Recipient to obtain the agreement of any Third Party to such Shared Contract to the entering into of a new Contract with the Recipient pursuant to which the Recipient or its designated Affiliates will have access to the supplies or services covered by, and receive any other benefit conferred by, such Shared Contract with respect to the Vince Business or Kellwood Business, as applicable. To the extent the foregoing is not possible or practical or in the event that the Third Party does not agree to enter into a new Contract with the Recipient or one of its designated Affiliates, at the Recipient’s request, the Parties shall, in each case to the extent permitted under the applicable Shared Contract, design an arrangement pursuant to which the Recipient or its designated Affiliates will receive substantially all of the material rights and benefits (and will assume and discharge their proportionate share of the obligations or be invoiced for such amounts pursuant to Article III and as further described below) of such Shared Contracts as may be received by the Vince Business or the Kellwood Business, as applicable, prior to the date hereof. Such an arrangement shall include the obligation of the Service Provider or the applicable Affiliate to forward (where possible and practical) supplies or services, as the case may be, received from such Shared Contract with respect to the Vince Business or Kellwood Business, as applicable, to the Recipient or its designated Affiliates in accordance with reasonable instructions from the Recipient, until the term of such Shared Contract terminates in accordance with its terms. The Recipient shall be invoiced by and reimburse the Service Provider or the applicable Affiliate for its proportionate share of the reasonable out-of-pocket and third party costs incurred with respect such Shared Contracts. For example, if a the total amount owed to a third party under a Shared Contract is $1,000 per month by the Service Provider and the Recipient receives 20% of the product, services or benefit of such Shared Contract the Recipient shall be invoiced by and reimburse the Service Provider in an amount equal to $200 per month. Further, after the date hereof, Kellwood shall promptly (but in no event later than ten (10) days after receipt thereof) deliver to Vince any cash, checks or other property that it receives in connection with or relating to the Vince Business following the date hereof. After the date hereof, Vince agrees to promptly (but in no event later than ten (10) days after receipt thereof) deliver to Kellwood any cash, checks or other property that it receives the Kellwood Business.

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8.2 Independent Contractors . Except as otherwise agreed in writing in the Schedules by the Parties, in the performance of the Services to be rendered hereunder, the Service Provider shall at all times act as an independent contractor, and is not in any respect an agent, attorney, employee, representative, joint venturer, partner or fiduciary of the Recipient, and the Service Provider shall not declare or represent to any third party that the Service Provider is acting in any respect as agent, attorney, employee, representative, joint venturer or fiduciary of the Recipient. Neither the Service Provider nor the Recipient shall have any power or authority to negotiate or conclude any agreement, or to make any representation or to give any understanding on behalf of the other in any way whatsoever.

8.3 Employees . Individuals employed by the Service Provider, its Affiliates or any Third Party Service Provider who provide Services shall in no respect be considered employees of the Recipient or any of its Affiliates. The Service Provider is an independent contractor and will have exclusive control and direction of its employees engaged in performing the Services hereunder. The Service Provider assumes full responsibility for the payment of local, state, federal payroll, withholding taxes, severance obligations and termination costs for its employees engaged in the performance of Services hereunder.

8.4 Intellectual Property .

(a) Subject to the other terms and conditions of this Agreement and to the receipt of any required consents from the applicable third parties, each Party hereby grants to the other Party a worldwide, non-exclusive, royalty-free license, with the right to sublicense, to make, have made, use, sell, offer for sale, import, copy, maintain, modify, enhance, and create derivative works of the intellectual property of such property solely as necessary for the purpose of providing the Services under, in accordance with, and for the duration of, this Agreement.

(b) Each Party acknowledges that, except as expressly provided for in this Section 8.4 , it will acquire no right, title or interest (including any license rights or rights of use) in any intellectual property which is owned or licensed by any other Party, by reason of the provision of the Services provided hereunder. No Party shall remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any intellectual property owned or licensed by the other Party, and each Party shall reproduce any such notices on any and all copies thereof. No Party shall attempt to decompile, translate, reverse engineer or make excessive copies of any intellectual property owned or licensed by the other Party, and each Party shall promptly notify the other Party of any such attempt, regardless of whether by such would-be notifying Party or any third party, of which such would-be notifying Party becomes aware.

8.5 Dispute Resolution .

(a) Except as set forth in Section 7.5 , and except disputes under Section 3.5 , any dispute between the Parties shall be resolved as provided in this Section 8.5 , which shall be the sole and exclusive procedure for the resolution of any such disputes. The Parties shall first attempt in good faith to resolve any dispute between them by negotiation. Any Party may give the other Party written notice of any dispute not resolved in the normal course of business. Within ten (10) Business Days after receipt of such written notice, the receiving Party

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shall submit to the other a written response. The notice and the response shall include a statement of each Party’s position, a summary of arguments supporting that position and any supporting documentation. Within five (5) Business Days after receipt of the written response by the other Party, the Parties shall meet at a mutually agreeable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute.

(b) If the Parties are unable to resolve, or do not anticipate resolving, the dispute within thirty (30) days (or such longer period as the Parties may agree) after notice of such dispute is received by the non-disputing Party, then the dispute shall be referred to executives at the Service Provider and the Recipient who have authority to settle the dispute. Such executives shall attempt to resolve the dispute by good faith negotiation.

(c) If the Parties’ executives are unable to resolve any dispute within ten (10) Business Days (or such longer period as the parties may agree) after such dispute is referred to them, the Parties shall undertake to promptly initiate mediation and to appoint an independent mediator or, if the Parties cannot agree, the mediator shall be appointed by the American Arbitration Association office in New York, New York. Each Party shall bear its own costs of mediation and shall share equally the cost of the mediator and the mediation proceedings.

8.6 Notices . All notices, requests, demands and other communications permitted or required to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed conclusively to have been given (i) when personally delivered, (ii) when sent by facsimile (with hard copy to follow) during a Business Day (or on the next Business Day if sent after the close of normal business hours or on any non-Business Day), (iii) when sent by electronic mail (with hard copy to follow) during a Business Day (or on the next Business Day if sent after the close of normal business hours or on any non-Business Day), (iv) one (1) Business Day after being sent by reputable overnight express courier (charges prepaid), or (v) three (3) Business Day following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, requests, demands and communications to the Parties shall be sent to the addresses indicated below:

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8.7 Successors and Assigns . Neither this Agreement nor the rights or obligations of the Parties hereunder are assignable in whole or in part by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided that either Party may, without the consent of the other Party, assign all or part of this Agreement to such Party’s lenders as collateral, such Party’s Affiliates or in connection with any transfer or disposition of all or any material portion of such Party’s business.

8.8 Amendment and Waiver.

(a) No failure or delay on the part of the Service Provider or the Recipient in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Parties at law, in equity or otherwise.

(b) Any amendment, supplement, or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any Party from the terms of any provision of this Agreement, shall be effective: (i) only if it is made or given in writing and signed by all the Parties; and (ii) only in the specific instance and for the specific purpose for which made or given.

8.9 Counterparts . This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

8.10 Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

8.11 Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to any conflict of law principles thereof.

8.12 Severability . If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

8.13 Entire Agreement . This Agreement, together with the Schedules and exhibits hereto, are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties in respect

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of the subject matter contained herein and therein. There are no restrictions, promises, representations, warranties or undertakings relating to the subject matter hereof, other than those set forth or referred to herein or therein. This Agreement, together with the Schedules and exhibits hereto, supersede all prior agreements and understandings between the Parties with respect to such subject matter. In the event of any conflict between this Agreement, the Schedules, and the exhibits, the order of precedence shall be: this Agreement, the Schedules, and then the exhibits.

8.14 Further Assurances . Each Party shall cooperate and use commercially reasonable efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to effectuate the provisions and purposes of this Agreement, including the execution of any additional documents or instruments and the taking of all such other actions as a Party may reasonably be requested to be taken by the other Party from time to time, consistent with the terms of this Agreement. Vince shall use reasonable best efforts to remove or replace any guaranties, letters of credit or similar instruments of Kellwood to the extent (and only to the extent) such instruments relate to assets owned by Vince.

8.15 Publicity . Except as set forth in Section 5.1 , no publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued without advance approval of the form and substance thereof by the Recipient and the Service Provider.

*        *        *         *        *        *        *        *         *

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IN WITNESS WHEREOF, each of the parties hereto, by its duly authorized representative, has executed this Shared Services Agreement as of the Effective Date.

[Signature Page to Shared Services Agreement]

Functional Area: Treasury

Functional Area: COI Finance

Functional Area: Corporate Accounting

Functional Area: Tax

Functional Area: Operational Accounting

Functional Area: Compensation & Benefits

Functional Area: Payroll

Functional Area: Credit, Claims, Collections

Functional Area: Accounts Payable/T&E Management

Functional Area: Information Technology

Monthly Fees:

The cost of providing IT services is based on actual Kellwood employee costs or costs from third party providers for hardware and software, maintenance, shared circuits and services. The total costs (without depreciation) are allocated to all users of those services based on formulas related to the percentage of total employees and percentage of total revenue. When there are adjustments to these costs, the allocation of these adjustments (either to increase or decrease charges) will be distributed across all brands following the same allocation process used today.

Functional Area: Ecommerce & Digital Support

Functional Area: Distribution, Storage, Fulfillment

(Finished Goods, Wholesale and Ecommerce)

Functional Area: Piece Goods Warehousing

Functional Area: Quality Control & Marking & Grading

Functional Area: Office Services (COI/Wilshire)

Functional Area: Human Resources

Exhibit 10.2

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, 2013

TABLE OF CONTENTS

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TAX RECEIVABLE AGREEMENT

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 .

RECITALS

WHEREAS, the stockholders listed on Schedule A (the “ Stockholders ”) are the record owners of one-hundred percent (100%) of the Common Stock on the date hereof;

WHEREAS, the Company intends to consummate the IPO;

WHEREAS, the Company and certain of its present and former Subsidiaries have generated NOLs and Tax Credits prior to the IPO and will generate certain Section 197 Intangible Deductions that the Company and its Subsidiaries will be entitled to utilize;

WHEREAS, if utilized, the Pre-IPO Tax Benefits will reduce the actual liability for Taxes that the Company and its Subsidiaries might otherwise be required to pay;

WHEREAS, subject to the completion of the IPO, the parties hereto desire to make certain arrangements with respect to the effect of the Pre-IPO Tax Benefits on the actual liability for Taxes of the Company and its Subsidiaries;

WHEREAS, this Agreement is intended to provide payments to the Stockholders by the Company in an amount equal to eighty-five percent (85%) of the aggregate reduction in Taxes payable realized by the Company and its Subsidiaries from the utilization of the Pre-IPO Tax Benefits;

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“ Advisory Firm ” means Ernst & Young, and if Ernst & Young refuses or is unable to perform the requested services, Deloitte. If Deloitte refuses or is unable to perform the requested services, the Company and the Stockholder Representative shall negotiate in good faith to agree upon a different valuation firm, which valuation firm shall not be one of the twenty largest accounting firms in the United States.

“ Advisory Firm Letter ” shall mean a letter from the Advisory Firm (or any other “Big Four” accounting firm, including the Company’s third party tax return preparer) stating that the relevant schedule, notice or other information to be provided by the Company to the Stockholder Representative and all supporting schedules and work papers were prepared in a manner consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and applicable law in existence on the date to which such schedule, notice or other information relates.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such first Person.

“ Aggregate Tax Benefit Payment ” is defined in Section 3.01(b) of this Agreement.

“ Agreed Rate ” means a rate per annum equal to LIBOR plus 200 basis points.

“ Agreement ” is defined in the preamble of this Agreement.

“ Amended Schedule ” is defined in Section 2.03(b) of this Agreement.

“ Applicable Percentage ” with respect to any Stockholder means the quotient, expressed as a percentage set forth opposite such Stockholder’s name on Schedule A, obtained by dividing (i) the number of outstanding shares of Common Stock owned by such Stockholder immediately prior to the IPO by (ii) the aggregate number of shares of Common Stock issued and outstanding immediately prior to the IPO.

“ Board ” means the board of directors of the Company.

“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

“ Change of Control ” means an event or series of events by which (i) the Company shall cease directly or indirectly to own 100% of the Capital Stock of Vince, LLC; (ii) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act), other than one or more Permitted Investors, shall be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act) of Capital Stock having more, directly or indirectly, than 35% of the total voting power of all outstanding Capital Stock of the Company in the election of directors, unless at such time the Permitted Investors are direct or indirect “beneficial owners” (as so defined) of Capital Stock of the Company having a greater percentage of the total voting power of all outstanding Capital Stock of the Company in the election of directors than that owned by each other “person” or “group” described above; (iii) for any reason whatsoever, a majority of the board of directors of the Company shall not be Continuing Directors; or (iv) a “Change of Control” (or comparable term) shall occur under (x) any term loan or revolving credit facility of the Company or its subsidiaries or (y) any unsecured, senior,

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senior subordinated or subordinated Indebtedness of the Company or its subsidiaries, if, in each case, the outstanding principal amount thereof is in excess of $15,000,000. Defined terms used in this definition shall have the meaning set forth in the Term Loan Credit Agreement as in effect on the date hereof.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Common Stock ” means the issued and outstanding shares of common stock of the Company.

“ Company ” is defined in the preamble of this Agreement.

“ Company Return ” means the U.S. federal, state and local income tax returns of the Company and its Subsidiaries filed with respect to Taxes of any Taxable Year, including, for the avoidance of doubt, any Consolidated Return.

“ Confidential Information ” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to the business, products, financial condition, services, or research or development of either party or their respective suppliers, distributors, customers, independent contractors or other business relations. Confidential Information includes, but is not limited to, the following: (i) internal business and financial information (including information relating to strategic and staffing plans and practices, business, finances, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, either party’s suppliers, distributors, customers, independent contractors or other business relations and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, recipes, research, records, reports, manuals, documentation, models, data and databases relating thereto; (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); and (v) other intellectual property rights. Notwithstanding the foregoing, “ Confidential Information ” does not include (a) information that either party can demonstrate was or has become generally available to the public other than as a result of disclosure by such party or its Affiliates, (b) information that is disclosed to a party or its Affiliates, other than under an obligation of confidentiality, by a third party who had no obligation not to disclose such information to others or (c) information that is independently developed after the date hereof by a party or its Affiliates without the use of the other party’s or its Affiliates’ Confidential Information.

“ Consolidated Return ” is defined in Section 7.11(a) .

“ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and such “control” will be presumed if any Person owns 10% or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person.

“ Default Rate ” means a rate per annum equal to LIBOR plus 500 basis points.

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“ Determination ” has the meaning ascribed to such term in Section 1313(a) of the Code or any other event (including the execution of a Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“ Early Termination Agreement Date ” is defined in Section 4.03(a) of this Agreement.

“ Early Termination Date ” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“ Early Termination Notice ” is defined in Section 4.02 of this Agreement.

“ Early Termination Option Notice ” is defined in Section 4.01(c) of this Agreement.

“ Early Termination Payment ” is defined in Section 4.03(b) of this Agreement.

“ Early Termination Rate ” means a rate per annum equal to the Agreed Rate.

“ Early Termination Schedule ” is defined in Section 4.02 of this Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Expert ” is defined in Section 7.08 of this Agreement.

“ Interest Amount ” is defined in Section 3.01(b) of this Agreement.

“ IPO ” means the initial public offering of Common Stock of the Company pursuant to the Registration Statement.

“ IRS ” means the U.S. Internal Revenue Service.

“ Law ” means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, injunction, judgment, determination, directive, ruling, decree, requirement or rule of law, or any other provision, decision or requirement having the force and effect of law.

“ LIBOR ” means for each month (or portion thereof) during any period, an interest rate per annum equal to the rate of interest published in The Wall Street Journal, Eastern Edition, two Business Days prior to the first day of such month as the “London Interbank Offered Rate” applicable to such month. In the event that The Wall Street Journal, Eastern Edition is not published or such rate does not appear in The Wall Street Journal, Eastern Edition, LIBOR shall be determined by any other publicly available source of such market rate for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof).

“ Net Tax Benefit ” is defined in Section 3.01(b) of this Agreement.

“ Tax Benefit Payment ” is defined in Section 3.01(b) of this Agreement.

“ NOLs ” shall mean all net operating losses for U.S. federal, state and local income tax purposes.

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“ Non-Tax Benefit Tax Liability ” means, with respect to any Taxable Year, the liability for Taxes of the Company and its Subsidiaries using the same methods, elections, conventions and similar practices used on the relevant Company Return, but assuming that there were no Pre-IPO Tax Benefits. If all or any portion of the liability for Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of such Taxable Year, such liability shall not be included in determining the Non-Tax Benefit Tax Liability unless and until there has been a Determination.

“ Objection Notice ” is defined in Section 2.03(a) of this Agreement.

“ Payment Date ” means any date on which a Tax Benefit Payment is required to be made by the Company pursuant to this Agreement.

“ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“ Post-IPO Tax Benefits ” shall mean Tax Credits and NOLs generated by the Company and its Subsidiaries on or after November 28, 2013.

“ Pre-IPO Tax Benefits ” shall mean Tax Credits and NOLs generated by the Company and its Subsidiaries prior to November 28, 2013, and the Section 197 Intangible Deductions.

“ Realized Tax Benefit ” means, for a Taxable Year, the excess, if any, of (i) the Non-Tax Benefit Tax Liability over (ii) the actual liability for Taxes of the Company and its Subsidiaries for such Taxable Year. If all or a portion of the actual liability for Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

“ Reconciliation Dispute ” is defined in Section 7.08 of this Agreement.

“ Reconciliation Procedures ” means those procedures set forth in Section 7.08 of this Agreement.

“ Registration Statement ” means the registration statement on Form S-1 (File No. 333-191336) of the Company, as amended.

“ Schedule ” means any Tax Benefit Schedule and the Early Termination Schedule.

“ Section 197 Intangible Deductions ” means depreciation or amortization deductions with respect to “amortizable section 197 intangibles” as defined in Section 197(c) and (d) of the Code, which such “amortizable section 197 intangibles” are held by the Company and its Subsidiaries immediately after the IPO.

“ Stockholders ” is defined in the recitals to this Agreement.

“ Stockholder Representative ” is defined in the preamble to this Agreement.

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“ Subsidiaries ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than fifty percent (50%) of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“ Sun ” means Sun Capital Partners, Inc.

“ Sun Entity ” means Sun and any investment fund controlled by or under common control with Sun.

“ Tax Benefit Payment ” is defined in Section 3.01(b) of this Agreement.

“ Tax Benefit Schedule ” is defined in Section 2.02 of this Agreement.

“ Tax Credits ” means U.S. federal, state and local tax credits that may be utilized to offset U.S. federal, state and local income or alternative minimum Tax.

“ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return, and declaration of estimated Tax.

“ Taxable Year ” means a taxable year as defined in Section 441(b) of the Code (and, therefore, for the avoidance of doubt, may include a period of less than twelve months for which a Company Return is made), ending on or after the date hereof. For all purposes of this Agreement, the year 2013 shall consist of two “Taxable Years” (i) February 3, 2013 through November 27, 2013 and (ii) November 28, 2013 through February 1, 2014.

“ Taxes ” means any and all U.S. federal, state and local taxes, assessments or similar charges measured with respect to net income or profits and any interest related to such Taxes.

“ Taxing Authority ” means any domestic, foreign, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising regulatory authority with respect to Taxes.

“ Term Loan Credit Agreement ” means that certain Credit Agreement, dated as of November 27, 2013, by and among Vince, LLC and Vince Intermediate Holding, LLC, as borrowers, Vince Holding Corp. as a guarantor, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.

“ Treasury Regulations ” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“ Valuation Assumptions ” means, as of an Early Termination Date, the assumptions that (i) in each Taxable Year ending on or after such Early Termination Date, the Company and its Subsidiaries will have taxable income sufficient to fully utilize the Company’s and its Subsidiaries’ NOLs, Section 197 Intangible Deductions and other tax attributes (in accordance

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with all applicable limitations) during such Taxable Year or future Taxable Years, as applicable; (ii) the utilization of the Pre-IPO Tax Benefits for such Taxable Year or future Taxable Years, as applicable, will be determined based on the Tax laws in effect on the Early Termination Date; and (iii) the federal, state and local Tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code as in effect on the Early Termination Date.

ARTICLE II

DETERMINATION OF REALIZED TAX BENEFIT

Section 2.01 Tax Benefit Utilization . The Company, on the one hand, and the Stockholders, on the other hand, acknowledge that the Company and its Subsidiaries may utilize the Pre-IPO Tax Benefits to reduce the amount of Taxes that the Company and its Subsidiaries would otherwise be required to pay in the future.

Section 2.02 Tax Benefit Schedule . Within forty-five calendar days after the filing of the Company Return for any Taxable Year, the Company shall provide to the Stockholder Representative a schedule showing, in reasonable detail, (i) the calculation, which may be $0.00, of the Realized Tax Benefit for such Taxable Year, if any, (ii) the calculation, which may be $0.00, of any payment to be made to the Stockholders pursuant to Article III with respect to such Taxable Year (together, a “ Tax Benefit Schedule ”), and (iii) supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(a) ).

Section 2.03 Procedures, Amendments.

(a) Procedure . Every time the Company delivers to the Stockholder Representative an applicable Schedule under this Agreement, including, except as otherwise provided in Section 2.03(b) , any Amended Schedule delivered pursuant to Section 2.03(b) , and including any Early Termination Schedule or amended Early Termination Schedule, the Company shall also (x) deliver to the Stockholder Representative schedules, valuation reports, if any, and work papers providing reasonable detail regarding the preparation of the Schedule and an Advisory Firm Letter with respect to such Schedule and (y) allow the Stockholder Representative and its advisors reasonable access, at no cost, to the appropriate representatives, books, records and work papers at each of the Company and the preparer of the Advisory Firm Letter in connection with a review of such Schedule. The applicable Schedule shall become final and binding on all parties hereto upon mutual agreement of the parties hereto or final determination of the Expert pursuant to the Reconciliation Procedures in Section 7.08 . The applicable Schedule shall become final and binding on the parties hereto unless the Stockholder Representative, within forty-five calendar days after receiving any Schedule or amendment thereto, provides the Company with notice of an objection to such Schedule (“ Objection Notice ”) made in good faith. The Company and the Stockholder Representative shall cooperate in good faith to reconcile any items of disagreement set forth in the Objection Notice. If the parties, for any reason, are unable to successfully resolve the issues raised in any Objection Notice within thirty calendar days of receipt by the Company of such notice, the Company and the Stockholder Representative shall employ the Reconciliation Procedures.

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(b) Amended Schedule . The Schedule for any Taxable Year shall be amended by the Company (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Stockholder Representative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule or the prior Amended Schedule) in the Realized Tax Benefit for such Taxable Year attributable to a carryback or carryforward (including, to the extent affecting the Non-Tax Benefit Tax Liability, a hypothetical carryback or carryforward attributable to any Post-IPO Tax Benefits) of a loss or other tax item to such Taxable Year, or (v) to reflect a material change (relative to the amounts in the original Schedule) in the Realized Tax Benefit for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year (such Schedule, an “ Amended Schedule ”; provided , however , that such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to such change). The Company shall provide any Amended Schedule to the Stockholder Representative within thirty calendar days of becoming aware of the occurrence of an event referred to in clauses (i) through (v) of the preceding sentence (or, to the extent such event occurs in connection with the preparation of a Company Return filing described in Section 2.02 , concurrently with the delivery of the Tax Benefit Schedule with respect to such Company Return pursuant to Section 2.02 ) and any such Amended Schedule shall be subject to the approval procedures described in Section 2.03(a) ; provided , however, that any Amended Schedule provided pursuant to an Expert’s determination under the Reconciliation Procedures as described in clause (iii) of the preceding sentence shall be final and binding on all parties hereto and not subject to the approval procedures described in Section 2.03 .

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.01 Payments.

(a) Timing of Payments to the Stockholders . Within five Business Days of a Tax Benefit Schedule with respect to a Taxable Year becoming final in accordance with Section 2.03(a) or Section 7.08 , the Company shall pay to each of the Stockholders the Tax Benefit Payments for such Taxable Year determined pursuant to Section 3.01(b) . Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to a bank account designated by the applicable Stockholder to the Company or as otherwise agreed by the Company and the applicable Stockholder. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including, without limitation, estimated U.S. federal, state and local income tax payments.

(b) The “ Tax Benefit Payment ” with respect to any Stockholder means an amount equal to such Stockholder’s Applicable Percentage of the Aggregate Tax Benefit Payment. The “ Aggregate Tax Benefit Payment ” means an amount, not less than zero, equal to eighty-five percent (85%) of the sum of the Net Tax Benefit (as defined below) and the Interest Amount (as defined below). The “ Net Tax Benefit ” with respect to a Taxable Year shall equal (i) the Realized Tax Benefit, if any, for such Taxable Year plus (ii) for each prior Taxable Year,

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the excess, if any, of the Realized Tax Benefit reflected on an Amended Schedule applicable to such prior Taxable Year over the Realized Tax Benefit reflected on the original Tax Benefit Schedule for such prior Taxable Year, minus (iii) for each prior Taxable Year, the excess, if any, of the Realized Tax Benefit reflected on the original Tax Benefit Schedule for such prior Taxable Year over the Realized Tax Benefit reflected on the Amended Schedule for such prior Taxable Year; provided, however, that to the extent any of the adjustments described in Section 3.01(b)(ii) or (iii)  was reflected in the calculation of the Aggregate Tax Benefit Payment for any Taxable Year, such adjustments shall not be taken into account in determining the Aggregate Tax Benefit Payment for any subsequent Taxable Year; and provided, further, that for the avoidance of doubt, none of the Stockholders shall be required to return any portion of any previously made Tax Benefit Payment except through the adjustment described in clause (iii)  of the definition of Net Tax Benefit. The “ Interest Amount ” shall equal the interest on any Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing the Company Return with respect to Taxes for the Taxable Year for which the Net Tax Benefit is being measured until the Payment Date. Notwithstanding anything to the contrary in this Agreement, for purposes of determining the amount of Pre-IPO Tax Benefits, the first Taxable Year to which this Agreement applies and the amount of any Tax Benefit Payments attributable to 2013, the parties agree to treat the year 2013 as consisting of two Taxable Years, (i) February 3, 2013 through November 27, 2013 and (ii) November 28, 2013 through February 1, 2014.

Section 3.02 No Duplicative Payments; Intent . It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that eighty-five percent (85%) of the Company’s Realized Tax Benefit and Interest Amount for all years be paid to the Stockholders pursuant to this Agreement. Such amount shall be determined using a “ with and without ” methodology. Carryovers or carrybacks of (a) any U.S. federal tax item shall be considered to be subject to the rules of the Code (or any successor U.S. federal income tax statute) and the Treasury Regulations or (b) any state and local tax item, shall be considered subject to the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-IPO Tax Benefits and another portion that is not, the Company’s Realized Tax Benefit shall be determined using such “with and without” methodology. The provisions of this Agreement shall be construed in the appropriate manner so that such intentions are realized.

ARTICLE IV

TERMINATION

Section 4.01 Termination, Early Termination and Breach of Agreement

(a) This Agreement shall terminate on the earliest to occur of (i) the date on which all Tax Benefit Payments have been made under this Agreement, (ii) the last day of the tax year including the tenth anniversary of the IPO or (iii) the mutual agreement of the Company and the Stockholder Representative.

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(b) Notwithstanding Section 4.01(a) , the Company may terminate this Agreement by paying to the Stockholders the Early Termination Payments. Upon payment of the Early Termination Payments by the Company, the Company shall not have any further payment obligations under this Agreement, other than any (i) Tax Benefit Payment agreed to by the Company and the Stockholder Representative as due and payable but unpaid as of the date the Early Termination Notice is delivered and (ii) Tax Benefit Payment due for a Taxable Year ending prior to, with or including the date of the Early Termination Notice (except to the extent that such amount is included in the Early Termination Payment).

(c) Notwithstanding Section 4.01(a) , the Stockholder Representative may terminate this Agreement in connection with a Change of Control The Company hereby agrees to provide ten (10) days prior written notice to the Stockholder Representative of a Change of Control (an “ Early Termination Option Notice ”). Within five (5) days of receipt of the Early Termination Option Notice, the Stockholder Representative shall provide written notice of its determination whether to require the Company to make the Early Termination Payments and terminate this Agreement. If the Stockholder Representative determines to require the Company to make the Early Termination Payments and terminate the Agreement in accordance with this Section 4.01(c) , then the Company shall make the Early Termination Payments in accordance with Section 4.03 . Upon payment of the Early Termination Payments by the Company, the Company shall not have any further payment obligations under this Agreement, other than any (i) Tax Benefit Payment agreed to by the Company and the Stockholder Representative as due and payable but unpaid as of the date the Early Termination Notice is delivered and (ii) Tax Benefit Payment due for a Taxable Year ending prior to, with or including the date of the Early Termination Notice (except to the extent that such amount is included in the Early Termination Payment). For the avoidance of doubt, if the Early Termination Payments have not been made by the date of the sale of all or substantially all of the assets of the Company, the Company shall cause such acquirer of all or substantially all of the assets of the Company to assume the Company’s obligations under this Agreement.

(d) In the event that the Company breaches any of its material obligations under this Agreement by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of the filing of such case and shall include, but not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of filing of such case, (ii) any Tax Benefit Payment agreed to by the Company and the Stockholder Representative as due and payable but unpaid as of such date and (iii) any Tax Benefit Payment due for the Taxable Year ending prior to, with or including such date.

Section 4.02 Early Termination Notice . If the Company or the Stockholder Representative chooses to exercise its right of early termination under Section 4.01 above, the Company shall deliver to the Stockholder Representative, other than in the case of termination pursuant to Section 4.01(c) above, notice of such intention to exercise such right (“ Early Termination Notice ”) and, including in the case of termination pursuant to Section 4.01(c) above, a schedule (the “ Early Termination Schedule ”) showing in reasonable detail the information required pursuant to Section 2.02 and the calculation of the Aggregate Early Termination Payment. The delivery and finalization of such Early Termination Schedule shall be governed by Section 2.03 (including, for the avoidance of doubt, in the case of termination pursuant to Section 4.01(c) above).

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Section 4.03 Payment upon Early Termination .

(a) Within five Business Days after the Early Termination Schedule becomes final and binding on the parties hereto, the Company shall pay to the Stockholders the Early Termination Payment. Such payment shall be made by wire transfer of immediately available funds to a bank account designated by the applicable Stockholder or as otherwise agreed by the Company and such Stockholder.

(b) The “ Early Termination Payment ” with respect to any Stockholder means an amount equal to such Stockholder’s Applicable Percentage of the Aggregate Early Termination Payment. The “ Aggregate Early Termination Payment ” as of the date of the delivery of an Early Termination Schedule shall equal the present value, discounted at the Early Termination Rate as of such date, of all Tax Benefit Payments that would be required to be paid by the Company to the Stockholders beginning from the Early Termination Date applying the Valuation Assumptions. For purposes of calculating the present value pursuant to this Section 4.03(b) of all Tax Benefit Payments that would be required to be paid, it shall be assumed that absent the Early Termination Notice all Tax Benefit Payments would be paid on the due date (without extensions) for filing the Company Return with respect to Taxes for each Taxable Year.

ARTICLE V

LATE PAYMENTS

Section 5.01 Late Payments by the Company . The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment required to be made by the Company to any Stockholder under this Agreement not made to such Stockholder when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such payment was due and payable.

ARTICLE VI

COMPANY TAX MATTERS; CONSISTENCY; COOPERATION

Section 6.01 The Stockholder Representative Participation in Company Tax Matters . Except as otherwise provided herein, the Company shall have full responsibility for, and sole discretion over, all Tax matters concerning the Company including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes, subject to a requirement that the Company act in good faith in connection with its control of any matter which is reasonably expected to affect the Stockholders’ rights and obligations under this Agreement. Notwithstanding the foregoing, the Company shall notify the Stockholder Representative of, and keep the Stockholder Representative reasonably informed with respect to, the portion of any audit of the Company by a Taxing Authority the outcome of which is reasonably expected to affect the Stockholders’ rights and obligations under this Agreement, and shall give the Stockholder Representative reasonable opportunity to provide information and participate in the applicable portion of such audit.

Section 6.02 Consistency . Except upon the written advice of an Advisory Firm, the Company, the Stockholder Representative and the Stockholders (through the Stockholder Representative) agree to report and cause to be reported for all purposes, including federal, state,

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local and foreign tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Tax Benefit Payments) in a manner consistent with that specified by the Company in any Schedule or statement required to be provided by or on behalf of the Company under this Agreement or under applicable Tax law. Any dispute concerning such advice shall be subject to the Reconciliation Procedures; provided , however , that only the Stockholder Representative shall have the right to object to such advice pursuant to this Section 6.02 . In the event that an Advisory Firm is replaced with another firm acceptable to the Company and the Stockholder Representative pursuant to the definition of “ Advisory Firm, ” such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with those used by the previous Advisory Firm, unless otherwise required by law (or the Company and the Stockholder Representative agree to the use of other procedures and methodologies).

Section 6.03 Cooperation . Each of the Company, on the one hand, and the Stockholder Representative and the Stockholders, on the other hand, shall (a) furnish to the other party in a timely manner such information, documents and other materials as the other party may reasonably request for purposes of making or approving any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority relating to this Agreement, (b) make itself available to the other party and its representatives to provide explanations of documents and materials and such other information as the requesting party or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the requesting party shall reimburse the other party for any reasonable third-party costs and expenses incurred pursuant to this Section 6.03 .

ARTICLE VII

MISCELLANEOUS

Section 7.01 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the sender’s fax machine if sent on a Business Day (or otherwise on the next Business Day), (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service or (c) when sent by electronic mail (with hard copy to follow) during a Business Day (or on the next Business Day if sent after the close of normal business hours or on any non-Business Day). All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Company, to:

Apparel Holding Corp. (f/k/a Kellwood Holding Corp)

1441 Broadway – 6th Floor

New York, New York 10018

Facsimile: 855-640-3896

Attn: Chief Executive Officer

     General Counsel

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If to the Stockholder Representative or any Stockholder, to:

c/o Sun Capital Advisors V, L.P.

5200 Town Center Circle, Suite 600

Boca Raton, Florida 33486

Facsimile: 561-394-0540

Attn: C. Deryl Couch, Jason H. Neimark and Brian McGee

Any party hereto may change its address or fax number by giving the other party hereto written notice of its new address or fax number in the manner set forth above.

Section 7.02 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.03 Entire Agreement; Third Party Beneficiaries . This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.04 Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Section 7.05 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 7.06 Successors; Assignment; Amendments; Waivers .

(a) The Stockholder Representative may assign this Agreement to any person without the prior written consent of the Company or the Stockholders.

(b) No Stockholder may assign his or her rights under this Agreement without the prior written consent of the Stockholder Representative; provided , however , that the rights hereunder may be freely assigned without the consent of the Company or the Stockholder

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Representative from one Stockholder to another Stockholder provided that the Company receives notice of such assignment within five days after the effective date of such assignment. Any assignment of a Stockholder’s rights meeting the requirements of this paragraph shall be referred to herein as a “ Permitted Assignment ”.

(c) Except as otherwise provided herein (including, without limitation, Section 7.06(a) , Section 7.06(b) , Section 7.06(c) and Section 7.14 ), neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated without the prior written consent of the other party hereto, such consent not to be unreasonably withheld or delayed, and any purported assignment or delegation in violation hereof shall be null and void (it being agreed and understood that, in accordance with Section 7.14 a consent of the Stockholder Representative shall be deemed to be a consent of, and shall be binding upon all of, the Stockholders); provided that any party hereto may assign its rights under this Agreement without the consent of any other party hereto, in whole but not in part, to any Affiliate of such assigning party, to any lender as collateral security or in connection with any transfer or disposition of all or any material portion of such party’s business.

(d) No provision of this Agreement may be amended unless such amendment is approved in writing by the Company and the Stockholder Representative. For the avoidance of doubt, any amendment of this Agreement that is approved in writing by the Company and the Stockholder Representative shall be binding upon the Stockholders. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. Notwithstanding anything contained herein to the contrary, the Stockholder Representative may, in its good faith discretion, amend Schedule A without the consent of any other party hereto; provided that such amendment does not materially, adversely and disproportionately affect any Stockholder vis-à-vis any other Stockholder.

(e) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 7.07 Titles and Subtitles . The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.08 Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (I) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (II) THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

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Section 7.09 Reconciliation . In the event that the Company and the Stockholder Representative are unable to resolve a disagreement with respect to the matters governed by Section 2.03 , Section 4.02 and Section 6.02 (which matters, for the avoidance of doubt, may include the calculations of any amounts set forth in any Schedule or Amended Schedule) within the relevant period designated in this Agreement (“ Reconciliation Dispute ”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “ Expert ”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm or the preparer of the Advisory Firm Letter), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Company or the Stockholder Representative or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Early Termination Schedule or an amendment thereto within thirty calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement is due or any Tax Return reflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Company, subject to adjustment (by an increase or decrease in the amount of subsequent payments otherwise due under this Agreement) or amendment of such Tax Returns upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne inversely based upon the relative success (in terms of percentages) of each party’s claims. For example, if the final determination reflects a 60-40 compromise of the parties’ claims, the costs and expenses would be allocated 40% to the party whose claim was determined to be 60% successful and 60% to the party whose claim was determined to be 40% successful. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.08 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.08 shall be binding on the Company and all Stockholders and may be entered and enforced in any court having jurisdiction. The determination of the Expert with respect to any dispute that is submitted to it for determination pursuant to this Section 7.08 shall be based solely on presentations and materials provided by the parties hereto which are in accordance with the guidelines and procedures set forth in this Agreement ( i.e. , such determination shall not be made on the basis of an independent review by the Expert). The Expert shall not assign a value to any Reconciliation Dispute that is greater than the greatest value for such item assigned by the Company, on the one hand, or the Stockholder Representative, on the other hand, or less than the smallest value for such assigned by the Company, on the one hand, and The Stockholder Representative, on the other hand.

Section 7.10 Withholding . The Company shall be entitled to deduct and withhold from any amount payable to any Stockholder pursuant to this Agreement such amounts as the Company is required to deduct and withhold under the Code or any provision of state, local or

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foreign tax law, with respect to entering into or making payments under this Agreement. To the extent that amounts are so withheld and paid over to the appropriate governmental authority by the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Stockholder in respect of whom such withholding was made. The Company shall provide evidence of such payment to such Stockholder. To the extent the amount of any withholding hereunder cannot be finally determined until after the end of the taxable year in which the amount otherwise payable to such Stockholder pursuant to this Agreement is required to be paid, the Company shall be entitled to deduct and withhold the maximum amount of tax that, in the Company’s reasonable judgment, may be required to be remitted to the applicable government authority with respect to such Stockholder, and after the applicable amount of withholding is finally determined, the Company shall promptly pay over any excess withheld amounts to such Stockholder.

Section 7.11 Affiliated Corporations; Admission of the Company into a Consolidated Group; Transfers of Corporate Assets .

(a) If the Company was, is or becomes a member of an affiliated, combined, unitary or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any comparable provision of applicable state or local Tax law (a “ Consolidated Return ”): (i) the provisions of this Agreement relating to the Company shall be applied with respect to the group as a whole as of any date of determination; and (ii) Tax Benefit Payments shall be computed with reference to the consolidated taxable income of the group as a whole.

(b) If any Person the income of which is included in the income of the Company’s affiliated or consolidated group transfers one or more assets to a corporation or any Person treated as such for Tax purposes with which such entity does not file a consolidated tax return pursuant to Section 1501 of the Code, for purposes of calculating the amount of any Tax Benefit Payment (e.g., calculating the gross income of the Company’s affiliated or consolidated group and determining the Realized Tax Benefit) due hereunder, such Person shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be determined as if such transfer occurred on an arm’s-length basis with an unrelated third party.

Section 7.12 Confidentiality .

(a) Each party shall maintain in strict confidence and shall not disclose to any third party (except to its Affiliates in connection with performing any duties as necessary for the other party hereunder) any and all Confidential Information, except as may be necessary in order to comply with a requirement of Law, in which case the receiving party shall, if permissible, promptly notify the disclosing party of any such requirement and such disclosing party shall be permitted to seek confidential treatment for such information; provided that any party hereto or its Affiliates may disclose the terms of this Agreement in any registration statement relating to the IPO.

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(b) With respect to any such Confidential Information, each of the parties hereto shall: (i) use the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own information which is proprietary and/or treated as confidential; and (ii) upon the discovery of any inadvertent disclosure or unauthorized use of the Confidential Information, or upon obtaining notice of such disclosure or use from the other party, take or cause to be taken all necessary actions to prevent any further inadvertent disclosure or unauthorized use.

Section 7.13 Tax Treatment . Each Stockholder, the Stockholder Representative and the Company agree that by entering into this Agreement, each Stockholder is receiving a distribution in an amount equal to the fair market value of its rights under this Agreement, as jointly determined by the Company and the Stockholder Representative, and that such distribution is subject to Section 301 of the Code for U.S. federal income tax purposes and any similar or comparable state law provision for state tax purposes. Each such party shall file all Tax Returns in accordance with such treatment described in the previous sentence, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code.

Section 7.14 Stockholder Representative.

(a) Appointment . Without further action of any of the Company, the Stockholder Representative or any Stockholder, and as partial consideration of the benefits conferred by this Agreement, the Stockholder Representative is hereby irrevocably constituted and appointed, with full power of substitution, to act in the name, place and stead of each Stockholder with respect to the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholder Representative under this Agreement. The power of attorney granted herein is coupled with an interest and is irrevocable and may be delegated by the Stockholder Representative. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for their services.

(b) Expenses . If at any time a Stockholder Representative shall incur out of pocket expenses in connection with the exercise of its duties hereunder, upon written notice to the Company from the Stockholder Representative of documented costs and expenses (including fees and disbursements of counsel and accountants) incurred by the Stockholder Representative in connection with the performance of its rights or obligations under this Agreement and the taking of any and all actions in connection therewith, the Company shall reduce any future payments (if any) due to the Stockholders hereunder pro rata (based on their respective Applicable Percentages) by the amount of such expenses which it shall instead remit directly to the requesting Stockholder Representative. In connection with the performance of its rights and obligations under this Agreement and the taking of any and all actions in connection therewith, a Stockholder Representative shall not be required to expend any of its own funds (though, for the avoidance of doubt, it may do so at any time and from time to time in its sole discretion).

(c) Limitation on Liability . The Stockholder Representative shall not be liable to any Stockholder for any act of the Stockholder Representative arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent any liability, loss, damage, penalty, fine, cost or expense is actually incurred by such Stockholder as a proximate result of the gross negligence, bad faith or willful misconduct of the Stockholder Representative (it being understood that any act done or omitted pursuant to the advice of legal

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counsel shall be conclusive evidence of such good faith and reasonable judgment). The Stockholder Representative shall not be liable for, and shall be indemnified by the Stockholders (on a several but not joint basis) for, any liability, loss, damage, penalty or fine incurred by the Stockholder Representative (and any cost or expense incurred by the Stockholder Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the gross negligence, bad faith or willful misconduct of the Stockholder Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment); provided, however, in no event shall any Stockholder be obligated to indemnify the Stockholder Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such Stockholder hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such Stockholder.

(d) Actions of the Stockholder Representative . A decision, act, consent or instruction of the Stockholder Representative shall constitute a decision of all Stockholders and shall be final, binding and conclusive upon each Stockholder, and the Company may rely upon any decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of each Stockholder. The Company is hereby relieved from any liability to any person for any acts done by the Company in accordance with any such decision, act, consent or instruction of the Stockholder Representative. Each Stockholder hereby agrees that the Stockholder Representative may, at any time and in its sole discretion, elect to enter into a transaction which is likely to result in the assignment, in whole or in part, of this Agreement to a Person (upon such election, an “ Approved Assignment ”), and each such Stockholder will raise no objections against such Approved Assignment, regardless of the consideration (if any) being paid in such Approved Assignment, so long as such Approved Assignment does not materially and adversely impact such Stockholders in a manner materially adverse to the other Stockholders. Each Stockholder will take all actions requested by Stockholder Representative in connection with the consummation of an Approved Assignment, including the execution of all agreements, documents and instruments in connection therewith requested by Stockholder Representative of such Stockholder. Upon the consummation of the Approved Assignment, each Stockholder will receive their Applicable Percentage of such consideration, if any, relating to such Approved Assignment. Stockholders will bear their Applicable Percentage of the costs of any Approved Assignment to the extent such costs are incurred for the benefit of all Stockholders.

(e) Involvement in Company Determinations . In the event that any determination must be made under this Agreement by the Stockholder Representative or any dispute arises hereunder, should any representatives of the Stockholder Representative or their Affiliates then be serving on the Board, such directors shall be excluded from all deliberations and actions of the Board related to such determination or dispute.

Section 7.15 Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

*        *        *         *        *        *        *        *         *

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IN WITNESS WHEREOF, the Company, the Stockholder Representative and the Stockholders have duly executed this Agreement as of the date first written above.

[ Signatures Continue Next Page ]

Signature Page to Tax Receivable Agreement

IN WITNESS WHEREOF, the Company, the Stockholder Representative and the Stockholders have duly executed this Agreement as of the date first written above.

Signature Page to Tax Receivable Agreement

IN WITNESS WHEREOF, the Company, the Stockholder Representative and the Stockholders have duly executed this Agreement as of the date first written above.

Signature Page to Tax Receivable Agreement

Schedule A

STOCKHOLDERS

Sun Cardinal, LLC - 74.8345%

SCSF Cardinal, LLC - 24.9449%

H.I.G. Sun Partners, LLC - 0.0210%

David Falwell - 0.1996%

Schedules A to Tax Receivable Agreement

Exhibit 10.3

CONSULTING AGREEMENT

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 ”.

W I T N E S S E T H :

WHEREAS, the Company filed a Form S-1 Registration Statement with the Securities and Exchange Commission on September 24, 2013 with the intent of making an initial public offering of shares as soon as practicable after the Registration Statement becomes effective (the “ IPO ”);

WHEREAS, historically, the Consultant has provided to the Company the consulting services set forth on Exhibit A (the “ Services ”), and received compensation for providing the Services pursuant to that certain Management Services Agreement, dated as of May 29, 2008 by and between Kellwood Company and Consultant (as amended from time to time, the “ Management Services Agreement ”);

WHEREAS, in connection with the IPO the Management Services Agreement will be terminated;

WHEREAS, after the IPO, the Consultant has expressed the willingness to continue to provide to the Company the Services without compensation, other than as set forth herein;

WHEREAS, after the IPO, the Company and its direct and indirect subsidiaries (the “ Subsidiaries ”) desire to continue to receive the Services from the Consultant and to obtain the benefit of the experience of the Consultant in business and financial management;

WHEREAS, after the IPO, the Consultant desires to provide the Services to the Company and the Subsidiaries pursuant to the terms of this Agreement; and

WHEREAS, the arrangements set forth in this Agreement are designed to reimburse the Consultant for expenses incurred while providing the Services to the Company and the Subsidiaries and provide the Consultant with indemnity from Losses as described herein.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Company and the Consultant hereby agree as follows:

(a) The Company and the Subsidiaries have requested that the Consultant perform the Services. To the extent the Consultant performs such Services for the Company and/or any Subsidiary, unless otherwise agreed to by the Parties and specified in writing, the terms and conditions by which the Consultant will provide such Services are specified herein. The Parties agree and acknowledge that the Consultant shall have no obligation to perform any such Services except as agreed to by the Consultant from time to time.

(b) It is expressly understood and agreed that the Consultant shall devote only so much time, and shall consult with and advise the officers and directors of the Company and/or any Subsidiary only to such extent and at such times and places as may be mutually agreed by the Company and/or such Subsidiary and the Consultant. Subject to Section 22 , the Consultant shall be free to provide similar services to such other business enterprises or activities as the Consultant may deem fit without any limitation or restriction whatsoever.

(c) The term of this Agreement shall commence as of the completion of the IPO (the “ Effective Date ”) and shall terminate on the tenth (10 ^th ) anniversary of the Effective Date, and shall be extended automatically thereafter on a year-to-year basis; provided that the Consultant may (in its sole discretion) elect in writing to terminate this Agreement at any time; provided , further that the Company may (in its sole discretion) elect in writing to terminate this Agreement if SCSF Cardinal, LLC, Sun Cardinal, LLC and/or their respective affiliates’ aggregate ownership of the Company’s equity interests falls below thirty percent (30%). Notwithstanding any other provisions hereof, (A) the Company’s obligation to pay amounts due with respect to periods prior to the termination hereof and (B) the provisions of Sections 3 through 21 hereof, in each case shall survive any termination of this Agreement.

(a) Except as contemplated hereby or as approved by a majority of the Company’s Unaffiliated Directors (as defined below), the Company shall have no obligation to pay the Consultant and/or any of its affiliates (other than, for the avoidance of doubt, the Company and the Subsidiaries) (each, a “ Consultant Affiliate ”) any fees for the Services rendered hereunder and all matters related thereto (the “ Consulting Fees ”). As used herein, the term “ Unaffiliated Directors ” shall mean the Company’s directors who are not employees of the Consultant and/or any Consultant Affiliate.

(b) The Company shall reimburse, or cause the Subsidiaries to reimburse, the Consultant, any Consultant Affiliate or any of their respective members, managers, partners, directors, officers, employees or agents from time to time at the request of such party for the cost of all reasonable out-of-pocket fees and expenses incurred by such party in the performance of the Services rendered hereunder and all matters related thereto (the “ Consultant Expenses ”). Such out-of-pocket costs shall include, but are not limited to, the costs of airfare, lodging and transportation, as well as the costs of any service providers, attorneys, accountants, investment bankers, management, restructuring, real estate or other consultants, or other similar agents, advisors, or representatives engaged by the Consultant or Consultant Affiliate for the Company’s or any Subsidiary’s benefit, and shall not include any portion of salary or bonuses paid to any employee of the Consultant; provided that Consultant shall not be reimbursed for fees to such third party service providers except to the extent that such engagement is approved by Company, such approval not to be unreasonably conditioned, withheld or delayed. For the avoidance of doubt, reimbursement of such Consultant Expenses shall not be conditioned on the approval of the Unaffiliated Directors and shall be in addition to any Consulting Fees payable hereunder.

(c) The aforementioned Consulting Fees and Consultant Expenses (together, the “ Fees ”) will be payable promptly, but in no event more than fifteen (15) business days following the date which Consultant or any Consultant Affiliate submits to the Company an invoice (in form and substance consistent with past practice) for such fees and expenses (which may be more than once per month).

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(d) The Company agrees and acknowledges that certain Consultant Affiliates (including, without limitation, Sun Capital Partners Sourcing, LLC, Neuheim Lux Group Holding V, S.a.r.l., and certain restructuring consultants) may provide certain Services to the Company and/or the Subsidiaries. For the avoidance of doubt, the fees and expense paid by the Company to such Consultant Affiliates for such Services shall be Consultant Expenses. All such services provided by a Consultant Affiliate shall be covered by the terms hereof and the Consultant and each Consultant Affiliate shall be considered a Consultant Indemnitee with respect to such services provided. The Company agrees that each Consultant Affiliate shall also be a third party beneficiary hereunder. For avoidance of doubt, when used herein, the term “affiliate” includes, without limitation, Sun Capital Advisors, Inc. and any similar entities (it being understood and agreed that the failure to list any entity as an affiliate shall in no way suggest any entity is not an affiliate).

3. Relationship of the Parties . The Consultant is providing services hereunder as an independent contractor. Nothing in this Agreement shall be deemed to constitute the Parties hereto as joint venturers, alter egos, partners or participants in an unincorporated business or other separate entity, nor in any manner create any employer-employee or principal-agent relationship between the Company and/or any of the Subsidiaries on the one hand, and the Consultant or any of the Consultant’s members, managers, agents, sub-contractors, officers or employees on the other hand (notwithstanding the fact that the Company and the Consultant may have in common any officers, directors, stockholders, members, managers, employees, or other personnel).

4. Directors and Officers . Nothing in this Agreement shall be construed to relieve the directors or officers of the Company or any of the Subsidiaries from the performance of their respective duties or limit the exercise of their powers in accordance with the Company’s or such Subsidiary’s, as applicable, charter, bylaws, operating agreement, other constituent documents, applicable law, or otherwise. The activities of the Company and each of the Subsidiaries shall at all times be subject to the control and direction of their respective directors, managers and officers. The Company and the Subsidiaries reserve the right to make all decisions with regard to any matter upon which the Consultant or any Consultant Affiliate has rendered its advice and consultation. The Parties expressly acknowledge and agree that the Consultant is being engaged by the Company to provide consulting services to the Company and the Subsidiaries, for which the Consultant will be compensated pursuant to the terms of this Agreement. The Consultant shall not, and shall have no authority to, control the Company or any of the Subsidiaries or the Company’s or any of the Subsidiaries’ day-to-day operations, whether through the performance of the Consultant’s duties hereunder or otherwise. Moreover, although the Company and/or any of the Subsidiaries may grant to the Consultant authority to sign, review or approve the Company’s and/or such Subsidiary’s checks, payments, expenditures, transfers and/or conveyances, any such grant of authority shall be made by the Company or such Subsidiary, as applicable, and accepted by the Consultant with the express understanding and limitation that the Consultant shall possess and exercise such authority solely in its capacity as a provider of consulting services pursuant to the terms of this Agreement and in no other capacity, and that no inference shall be drawn therefrom as to any ability of the Consultant to control the Company or such Subsidiary or the Company’s or such Subsidiary’s day-to-day operations or as to any

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liability or responsibility therefor. The Company’s and each of the Subsidiaries’ directors, managers, officers and employees shall retain all responsibility for the Company or such Subsidiary, as applicable, and its operations as and to the extent required by the Company’s or such Subsidiary’s charter, bylaws, operating agreement, other constituent documents, and applicable law.

5. Limitation of Liability . Neither the Consultant nor any of its affiliates, nor any of their respective past, current or future members, managers, partners, directors, officers, employees, agents and/or controlling persons, nor any successor by operation of law (including by merger) of any such person, nor any entity that acquires all or substantially all of the assets of any such person in a single transaction or series of related transactions (all of the foregoing, collectively, the “ Consultant Indemnitees ”) shall be liable to the Company or any of the Subsidiaries or affiliates or any of the security holders or creditors of the Company or any of its affiliates for (a) any damage, loss, liability, deficiency, diminution in value, action, suit, claim, proceeding, investigation, audit, demand, assessment, fine, judgment, cost or other expense (including, without limitation, legal fees and expenses) (collectively “ Liabilities ”) directly or indirectly (whether direct or indirect, in contract or tort or otherwise) arising out of, related to, caused by, based upon or in connection with the performance of services contemplated by this Agreement unless such Liability shall be proven to result directly and primarily from the willful misconduct of such person or (b) any Outside Activities (as defined in Section 17 below). The Consultant makes no representations or warranties, express or implied, in respect of the services provided by any Consultant Indemnitee. In no event will any Consultant Indemnitee be liable to (i) the Company or any of the Subsidiaries or affiliates (x) for any special, indirect, punitive, incidental or consequential damages, including, without limitation, loss of profits or savings or lost business, whether or not such damages are foreseeable or such Consultant Indemnitee has been advised of the possibility of such damages or (y) in respect of any Liabilities relating to any third party claims (whether based in contract, tort or otherwise), except as set forth in Section 5 below or (ii) to any of the security holders or creditors of the Company for any Liability whatsoever. Under no circumstances will the aggregate of any and all Liabilities of the Consultant Indemnitees exceed the aggregate of the fees actually paid to the Consultant hereunder.

6. Indemnification; Advancement . The Company and the Subsidiaries shall jointly and severally reimburse, defend, indemnify and hold the Consultant Indemnitees, and each of them, harmless from and against any Liabilities arising out of, related to, caused by, based upon or in connection with (a) any act or omission of, or on behalf of, the Company, any of the Subsidiaries, the Consultant or any of the Consultant Indemnitees, except to the extent proven to result directly and primarily from the willful misconduct or gross negligence of the person seeking indemnification, or (b) any act or omission made at the direction of the Company or any of the Subsidiaries (collectively, the items in (a) and (b) above, “ Claims ”). The Company, the Subsidiaries and any of their affiliates (other than the Consultant Indemnitees) shall jointly and severally defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company, any of the Subsidiaries or any of their affiliates, or any Consultant Indemnitee or in which any Consultant Indemnitee may be impleaded with others upon any Claims, or upon any matter, directly or indirectly arising out of, related to, caused by, based upon or in connection with this Agreement or the performance (or failure of performance) hereof by any Consultant Indemnitee. Reasonable expenses incurred by a Consultant Indemnitee entitled to be indemnified under this Section 6 who was, is or is threatened to be made subject to

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a Claim shall be paid by the Company in advance of the final disposition of the Claim upon receipt of an undertaking by or on behalf of such Consultant Indemnitee to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company and the Subsidiaries. If the Company has acknowledged in writing its indemnification obligations hereunder with respect to a Claim and is actively defending a Claim, a Consultant Indemnitee shall not be entitled to reimbursement of expenses related to the engagement of separate legal counsel with respect to such Claim unless Consultant Indemnitee, in good faith upon the advice of counsel, believes a conflict of interest necessitates the engagement of such legal counsel. Neither Party may settle any Claim without the consent of the other Party, such consent not to be unreasonably withheld or delayed. The Company hereby acknowledges that the Consultant Indemnities have certain rights to advancement and/or indemnification by certain affiliates of Sun Capital Partners, Inc. (collectively, the “ Fund Indemnitors ”). The Company hereby agrees that the Company is the indemnitor of first resort (i.e., its obligations to the Consultant Indemnitees are primary and those of the Fund Indemnitors are secondary), that the Company shall be liable for the full amount of payments of indemnification required by any organizational document of such entity or any agreement to which such entity is a party, and that the Company irrevocably and unconditionally waives any claims against the Fund Indemnitors for contribution, subrogation, exoneration, reimbursement or any other recovery of any kind for which it is liable pursuant to any organizational document or agreement including this Agreement. The Company further agrees that no payment for indemnification by the Fund Indemnitors on behalf of any Indemnified Party with respect to any claim for which an Indemnified Party has sought payment from it shall affect the foregoing, and the Fund Indemnitors, to the extent of such payment, shall be subrogated to all of the rights of recovery of such Indemnified Party against it.

7. Notices . All notices, requests, demands and other communications permitted or required to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed conclusively to have been given (i) when personally delivered, (ii) when sent by facsimile (with hard copy to follow) during a business day (or on the next business day if sent after the close of normal business hours or on any non-business day), (iii) when sent by electronic mail (with hard copy to follow) during a business day (or on the next business day if sent after the close of normal business hours or on any non-business day), (iv) one (1) business day after being sent by reputable overnight express courier (charges prepaid), or (v) three (3) business day following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, requests, demands and communications to the Parties shall be sent to the addresses indicated below:

If to the Company:

Apparel Holding Corp.

1441 Broadway – 6th Floor

New York, New York 10018

Attention: Chief Executive Officer and General Counsel

Facsimile: (855) 640-3896

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If to the Consultant:

Sun Capital Partners Management V, LLC

c/o Sun Capital Partners, Inc.

5200 Town Center Circle, Suite 600

Boca Raton, FL 33486

Attention: C. Deryl Couch, Jason H. Neimark and Brian McGee

Facsimile: (561) 394-0540

8. Assignment; Successors and Assigns . This Agreement and the rights, duties and obligations of the Company and the Subsidiaries hereunder may not be assigned or delegated by the Company or any Subsidiary without the prior written consent of the Consultant. All covenants, promises and agreements by or on behalf of the Parties contained in this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns.

9. Amendments . No modification, amendment, supplement or supplement of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Consultant and the Company. No waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the waiving Party.

10. Applicable Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

11. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (I) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (II) THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

12. Section Headings . The headings of each section are contained herein for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

13. Entire Agreement . This Agreement sets forth the entire agreement of the Parties hereto with regard to the subject matter hereof and supersedes and replaces all prior agreements, understandings and representations, oral or written, with regard to such matters.

14. Severability . If any provision of this Agreement or application thereof under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

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15. Electronic Delivery; Counterparts . This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an “ Electronic Delivery ”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party hereto, each other Party hereto or thereto shall re-execute the original form of this Agreement and deliver such form to all other Parties. No Party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

16. Further Assurances . Each Party hereto agrees to use all reasonable efforts to obtain all consents and approvals, and to do all other things, necessary for the transactions contemplated by this Agreement. The Parties agree to take such further action and to deliver or cause to be delivered any additional agreements or instruments as any of them may reasonably request for the purpose of carrying out this Agreement and the agreements and transactions contemplated hereby.

17. Attorneys’ Fees . If any action at law or in equity is necessary or desirable to enforce or interpret the terms of this Agreement, to protect the rights obtained hereunder, or where any provision hereof is validly asserted as a defense, then the Consultant, if the Consultant is the prevailing party in such action, shall be entitled to recover from the Company and/or from any Subsidiary its reasonable attorneys’ fees incurred in connection therewith, including attorneys’ fees on appeal, and all costs and disbursements, in addition to any other available relief or remedy to which it may be entitled.

18. Outside Activities . The Company hereby acknowledges and agrees that one or more of the Consultant Indemnitees have had, and from time to time may have, outside activities or interests that conflict or may conflict with the best interests of the Company, any Subsidiary or any of their affiliates (collectively, “ Outside Activities ”), including (without limitation) investment opportunities or investments in, ownership of, or participation in entities that are or could be complementary to, or competitive with, the Company, any Subsidiary or any of their affiliates or for which the Company or its Subsidiaries or affiliates could have an expectancy, interest or desire to engage. The Company hereby approves and consents to all Outside Activities not in violation of Section 22 , and no Consultant Indemnitee shall be liable to the Company, any Subsidiary or any of their affiliates for breach of any duty (contractual or otherwise), including without limitation any fiduciary duties, by reason of any such activities or of such person’s participation therein. No Consultant Indemnitee shall have any duty to communicate or offer any opportunity or the existence of any Outside Activities to the Company, its Subsidiaries or its affiliates, and no Consultant Indemnitee shall have any duty to refrain therefrom (directly, indirectly or through any assignee or transferee). In the event that any Consultant Indemnitee acquires knowledge of a potential transaction or matter that may be

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a corporate opportunity for both the Company, any Subsidiary or any of their affiliates, on the one hand, and any Consultant Indemnitee, on the other hand, or any other person, no Consultant Indemnitee shall have any duty (contractual or otherwise), including without limitation any fiduciary duties, to communicate, present or offer such corporate opportunity to the Company or such Subsidiary or affiliate and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or such Subsidiary or affiliate for breach of any duty (contractual or otherwise), including, without limitation any fiduciary duties, by reason of the fact that any Consultant Indemnitee directly or indirectly pursued or acquired such opportunity for itself, directed such opportunity to another person, or did not present or communicate such opportunity to the Company or such Subsidiary or affiliate, even though such corporate opportunity may be of a character that, if presented to the Company or such Subsidiary or affiliate, could be taken by the Company or such Subsidiary or affiliate, as applicable. The Company hereby renounces any interest, right, or expectancy in, or in being offered an opportunity to participate in, any such opportunity not offered to it by any Consultant Indemnitee to the fullest extent permitted by law, including pursuant to §122(17) of the General Corporation Law of the State of Delaware.

19. Intellectual Property . The Consultant shall retain all forms of legal rights and protections in any country of the world, including all right, title and interest arising under common and statutory law, in and to all: (a) letters patents, provisional patents, design patents, patent cooperation treaty filings and other rights to inventions or designs; (b) trade secret and equivalent rights in confidential or proprietary information and know-how; (c) copyrights, mask works, moral rights or other literary property or authors’ rights; (d) rights regarding trade names, logos, domain names, URLs, trademarks, service marks and other proprietary indicia or addresses and all goodwill associated therewith; (e) any similar, corresponding or equivalent rights relating to intangible intellectual property; and (f) all applications, registrations, issuances, divisions, continuations, renewals, reissuances and extensions of the foregoing, in each of the clauses (a) through (f) above in and to any work product or deliverables created for, or provided to, the Company or any Subsidiary under this Agreement or otherwise developed in connection with the services provided hereunder (collectively, the “ Consultant Owned Materials ”); provided that the Consultant Owned Materials shall not include any of the foregoing to the extent created exclusively for, and provided exclusively to, the Company or any Subsidiary under the Agreement. The Consultant has no obligation to provide any Consultant Owned Materials to the Company or any Subsidiary, but if the Consultant does so provide any Consultant Owned Materials to the Company or any Subsidiary, then the Consultant hereby grants to the Company and any such Subsidiary, a revocable, non-transferable and non-sublicensable, worldwide royalty-free, nonexclusive license, during the term of this Agreement, to copy, use and distribute such Consultant Owned Materials solely in connection with the use of the services by the Company or any such Subsidiary contemplated by this Agreement.

20. Construction . The construction of this Agreement shall not take into consideration the Party who drafted or whose representative drafted any portion of this Agreement, and no canon of construction shall be applied that resolves ambiguities against the drafter of a document.

21. Review by Board . Each of the Company and each Subsidiary represent and warrant to each Consultant Indemnitee that the execution of this Agreement has been duly authorized by the Company and each Subsidiary. The Company agrees to take, and cause the Subsidiaries and affiliates to take, all action requested by any Consultant Indemnitee such that such Consultant Indemnitee receives the full benefit contemplated by the terms hereof (including those set forth and contemplated by Sections 6 and 18 ).

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22. Confidential Information . To the extent that, after the date hereof, Consultant becomes aware of any Confidential Information of the Company or its Subsidiaries from the Company or its Subsidiaries, Consultant will not, directly or indirectly, without the prior written consent of the Company, disclose or use any Confidential Information (including, without limitation, Confidential Information with respect to strategy, acquisitions, retail real estate opportunities, sourcing, pricing, vendors and customers); provided that such Confidential Information will not include (i) any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof), (ii) any information independently developed after the date hereof without use or referring to any Confidential Information of the Company or its Subsidiaries, (iii) any information that is also Confidential Information of the Consultant or its affiliates or (iv) any information that becomes available to Consultant from a source other than the Company (provided that such source is not known to by Consultant to be bound by a confidentiality agreement with the Company); provided further that the provisions of this Section 22 will not restrict the use by the Consultant or any of its respective agents, consultants, advisors, representatives or affiliates’ overall knowledge and understanding of the Company’s industry that is not specific to the Company for the Consultant’s own purposes, including the purchase, sale, consideration of, advice regarding and decisions related to, investments; and provided further that the provisions of this Section 22 will not prohibit any retention of copies of records or disclosure (A) required by any applicable Law so long as reasonable prior notice is given to the Company of such disclosure and a reasonable opportunity is afforded to the Company to contest the same or (B) made in connection with the enforcement of any right or remedy relating to, or the performance of any obligation arising under, this Agreement or the transactions contemplated hereby. As used herein, the term “ Confidential Information ” means information if (A) the owner thereof has taken reasonable measures to keep such information secret and (B) such information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by the public. Notwithstanding anything to the contrary contained herein, “ Confidential Information ” shall include acquisition opportunities of the Company and its subsidiaries disclosed by the Company or its subsidiaries to the Consultant or its affiliates if (i) such acquisition opportunity is first learned of by the Consultant or its affiliates from the Company and (ii) the Company has requested that the Consultant or its affiliates (and the Consultant or its affiliate has agreed to) be involved in the evaluation of such acquisition. Notwithstanding anything contained herein to the contrary, the Consultant shall be entitled to disclose Confidential Information to its agents, consultants, advisors, representatives and affiliates (but not portfolio companies) and the partners, investors or equivalent members of Sun Capital Partners V, L.P, Sun Capital Securities Fund, L.P. and Sun Capital Securities Offshore Fund, Ltd to the extent such persons or entities are subject to confidentiality obligations to the Consultant.

23. Securities Laws . The Consultant acknowledges that the Company is an issuer with securities that will be registered pursuant to the Securities Exchange Act of 1934, as amended, and that the disclosure of material nonpublic information regarding the Company or any of its subsidiaries by the Consultant or trading in the securities of the Company by the Consultant while in the possession of such information may, depending on the facts and circumstances, subject the Consultant to liability under certain securities laws.

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have executed this Consulting Agreement as of the date first above written.

[Signature Page to Consulting Agreement]

Exhibit A

Services

Services related to:

Finance and Accounting

Human Resources and Employee Benefits

Intellectual Property

Purchasing, Distribution and Customer Services

Licensing

Facilities and Equipment

Regulatory Compliance

Mergers, Acquisitions, Divestitures and Debt Financings

Capital Markets

Strategy

Corporate Governance

Insurance

Other Historically Provided Services

Exhibit A to Consulting Agreement

Exhibit 10.4

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 and Sole Bookrunner

TABLE OF CONTENTS

(i)

(ii)

(iii)