REGISTRATION AGREEMENTRegistration Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of February 20, 2008, by and among Kellwood Holding Corp., a Delaware corporation (the “Company”), Sun Cardinal, LLC, LLC, a Delaware limited liability company (“Sun Cardinal”), SCSF Cardinal, LLC, a Delaware limited liability company (“SCSF Cardinal”, and together with Sun Cardinal, “Sun”), and each Person whose name appears on the signature pages attached hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Other Investors”). Otherwise undefined capitalized terms used herein are defined in Section 10 hereof.
KELLWOOD COMPANY EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 4, 2012, between Kellwood Company, a Delaware corporation (the “Company”), and Jill Granoff (the “Executive”).
Grant AgreementStock Option Grant Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
This Grant Agreement, dated as of December 10, 2012 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the 2010 Stock Option Plan (the “Plan”) of Kellwood Company (the “Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of Non-Voting Common Stock (the “Shares”) set forth below and on the following terms and conditions:
Grant AgreementGrant Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
This Grant Agreement, dated as of June 30, 2010 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the 2010 Stock Option Plan (the “Plan”) of Kellwood Company (the “Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of Non-Voting Common Stock (the “Shares”) set forth below and on the following terms and conditions:
Kellwood CompanyEmployment Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
As discussed, the Company hereby acknowledges that an Actual Debt Recovery occurred as a result of the $10,000,000 payment by the Company to reduce the aggregate principal amount of indebtedness under that certain Term Loan Agreement, dated as of October 19, 2011, among the Company and its domestic subsidiaries from time to time party thereto as borrowers, the lenders from time to time party thereto and Cerberus Business Finance, LLC as collateral agent (the “Ableco Payment”). Pursuant to Section 4(b)(ii) of the Employment Agreement, you have earned and are entitled to receive a Debt Recovery Bonus of $440,000 within 60 days following the Ableco Payment. Each of you and the Company hereby agree that the Debt Recovery Bonus attributable to the Ableco Payment shall be paid to you in full on the earlier of (i) the successful completion of an initial public offering involving the Vince Business, (ii) the consummation of a sale of all or substantially all of the Vince Business to a third pa
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made this 30th day of December (the “Effective Date”), 2012 by and among Kellwood Company (“Company”) and Jill Granoff (the “Executive”).
FIRST AMENDMENT TO GRANT AGREEMENTGrant Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS FIRST AMENDMENT TO GRANT AGREEMENT (this “Amendment”), is made this 30th day of December (the “Effective Date”), 2012 between KELLWOOD COMPANY (“Company”) and Jill Granoff (the “Optionee”).
CONTRIBUTION AND ACCEPTANCE AGREEMENTContribution and Acceptance Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • Delaware
THIS CONTRIBUTION AND ACCEPTANCE AGREEMENT (this “Agreement”) is entered into as of September 1, 2012 by and between Kellwood Company, a Delaware corporation (“Transferor”), and Vince, LLC, a Delaware limited liability company (“Transferee”).
OPTION CANCELLATION AGREEMENTOption Cancellation Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS OPTION CANCELLATION AGREEMENT (the “Agreement”) is entered into as of October 4, 2012, by and between Arthur Gordon (the “Optionee”) and Kellwood Company, a Delaware corporation (the “Company”).
AMENDMENT TO GRANT AGREEMENTGrant Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDMENT TO GRANT AGREEMENT (this “Amendment”), is made this 30th day of December (the “Effective Date”), 2012 between KELLWOOD COMPANY (“Company”) and Jill Granoff (the “Optionee”).
Grant AgreementGrant Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
This Grant Agreement, dated as of May 4, 2012 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the 2010 Stock Option Plan (the “Plan”) of Kellwood Company (the “ Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of Non-Voting Common Stock (the “Shares”) set forth below and on the following terms and conditions:
AMENDED AND RESTATED LETTER AGREEMENTLetter Agreement • July 12th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores
THIS AMENDED AND RESTATED LETTER AGREEMENT (this “Agreement”), is made this 1 day of May (the “Effective Date”), 2013 by and between Kellwood Company (“Company”) and Arthur Gordon (the “Executive” or “you”).
