EX-10.4



 Exhibit 10.4 

TRANSFER AGREEMENT 
 THIS
TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of [        ] [    ], 2013, by and between Kellwood Company, LLC a Delaware limited liability company
(“Transferor”) and Vince Intermediate Holding, LLC, a Delaware limited liability company (“Transferee”). Transferor and Transferee are referred to collectively herein as the “Parties” and each as a
“Party”. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in ARTICLE I below. 

WHEREAS, Transferor is the owner of 100% of the issued and outstanding equity interests (the “Equity Interests”) of Vince,
LLC, a Delaware limited liability company (“Vince”); 
 WHEREAS, subject to the terms and conditions set forth in this
Agreement, Transferor desires to transfer and convey to Transferee, and Transferee desires to receive from Transferor, all of the Equity Interests in exchange for Transferee’s issuance of the promissory note to Transferor attached hereto as
Exhibit A (the “Promissory Note”); 
 NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 ARTICLE
I 
 DEFINITIONS 
 1.01
Definitions. The following terms have the meaning set forth below: 
 “Affiliate” of any particular Person means any
other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”)
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 the 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 

“Agreement” is defined in the Preamble. 

“Closing” is defined in Section 3.01. 

“Electronic Delivery” is defined in Section 7.09. 

“Encumbrance” means a mortgage, charge, pledge, lien, claim, option, encumbrance, charge, agreement, voting trust, proxy,
right of preemption, right of first refusal or any other security interest or transfer restriction of any kind. 
 “Equity
Interest” is defined in the Recitals. 

  
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 “Kellwood Business” means the business of the Transferor immediately prior to
the Closing, other than the Vince Business. 
 “Losses” means any loss, liability, demand, claim, action, cause of action,
cost, damage, diminution in value, deficiency, tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation,
defense or settlement of any of the foregoing and the enforcement of any rights hereunder). 
 “Party” is defined in the
Preamble. 
 “Person” means an individual, a corporation, a limited liability company, an association, a joint-stock company, a business trust or other similar organization, a partnership, a joint venture, a trust, an unincorporated organization or a government or any agency, instrumentality or political subdivision
thereof. 
 “Promissory Note” is defined in the Recitals. 

“Specific Assets” means any tangible or intangible assets, such as, inter alia, customer and supplier contracts, equipment,
drawings or intellectual property. 
 “Transferee” is defined in the Preamble. 

“Transferor” is defined in the Preamble. 

“Vince” is defined in the Recitals. 

“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. 
 ARTICLE II 

THE TRANSACTION 
 2.01 Transfer
of Equity Interests. On and subject to the terms and conditions of this Agreement, in exchange for the issuance of the Promissory Note by Transferee for the benefit of Transferor, (i) Transferor hereby assigns, conveys, sells, transfers and
delivers to Transferee, all rights, title and interest in and to the Equity Interests, free and clear of any Encumbrances and (ii) Transferee hereby accepts the Equity Interests from Transferor, free and clear of any Encumbrances. 

2.02 Deliveries by Transferee. At the Closing, Transferee shall deliver (a) the Promissory Note duly executed by Transferee and
(b) such documents relating to the transactions contemplated by this Agreement as Transferor may reasonably request. 
 2.03
Deliveries by Transferor. At the Closing, Transferor shall deliver (a) the Equity Interests, and all certificates reflecting ownership thereof, if any, free and clear of any 

  
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Encumbrances, duly endorsed in blank or accompanied by duly executed unit powers, with appropriate transfer stamps, if any, affixed thereto and (b) such other documents relating to the
transactions contemplated by this Agreement as Transferee or its counsel may reasonably request. 
 ARTICLE III 

CLOSING OF THE TRANSACTION 
 3.01
The Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Kirkland & Ellis LLP in Chicago, Illinois at 8 a.m. on the date hereof, or at such other place or on
such other date and time as may be mutually agreeable to the Parties. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES OF TRANSFEROR 

Transferor hereby represents to Transferee that: 

4.01 Ownership. The Equity Interests are owned of record and beneficially by Transferor and Transferor has good and marketable title to
the Equity Interests, free and clear of all Encumbrances, other than pursuant to applicable securities laws. Other than the Equity Interests, there are no issued or outstanding equity interests or other securities of Vince, nor any rights or options
to subscribe for or to purchase equity interests or other securities of Vince. 
 4.02 Authorization; No Breach. The execution,
delivery, and performance of this Agreement and all other agreements contemplated hereby to which Transferor is a party have been duly authorized by Transferor. This Agreement and all other agreements contemplated hereby each constitutes a valid and
binding obligation of Transferor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and limitations on
the availability of equitable remedies. The execution and delivery by Transferor of this Agreement and all other agreements contemplated hereby to which Transferor is a party, and the fulfillment of and compliance with the respective terms hereof
and thereof by Transferor, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Encumbrance upon Transferor’s
or Vince’s equity interests or assets pursuant to, (iv) give any third party the right to modify, terminate, or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval,
exemption, or other action by or notice to any court or administrative or governmental body pursuant to, its or Vince’s operating agreement or any material law, statute, rule, or regulation to which Transferor or Vince is subject, or any
material agreement, instrument, order, judgment, or decree to which Transferor or Vince is subject, except (A) where the failure to obtain such authorization, consent, approval, exemption, or other action by or notice to any third party under
any agreement or instrument would not reasonably be expected to have a material adverse effect on the Vince Business and (B) (ii) for any such occurrence arising in connection with indebtedness that is to be repaid, refinanced, repurchased
or discharged in connection with the consummation of the Initial Public Offering (as defined below). 

  
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 ARTICLE V 

REPRESENTATIONS AND WARRANTIES OF TRANSFEREE 

Transferee hereby represents to Transferor that: 

5.01 Authorization; No Breach. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby
to which Transferee is a party have been duly authorized by Transferee. This Agreement and all other agreements contemplated hereby each constitutes a valid and binding obligation of Transferee, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies. The execution and delivery by Transferee of this
Agreement and all other agreements contemplated hereby to which Transferee is a party, and the fulfillment of and compliance with the respective terms hereof and thereof by Transferee, do not and shall not (i) conflict with or result in a
breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Encumbrance upon Transferee’s equity interests or assets pursuant to, (iv) give any third party the right to
modify, terminate, or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption, or other action by or notice to any court or administrative or governmental body pursuant
to, its operating agreement or any material law, statute, rule, or regulation to which Transferee is subject, or any material agreement, instrument, order, judgment, or decree to which Transferee is subject. 

ARTICLE VI 
 ADDITIONAL AGREEMENTS

 6.01 Post-Closing Transaction. 

(a) Transferee hereby covenants and agrees that immediately following the consummation of the initial public offering by Apparel Holding Corp.,
a Delaware corporation (to be renamed Vince Holding Corp. in connection with such offering, “Apparel Holding”), of its common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the
“Initial Public Offering”), Apparel Holding shall contribute the proceeds of the Initial Public Offering (the “IPO Proceeds”) to Transferee and Transferee shall pay to Transferor the principal amount outstanding
under the Promissory Note in full satisfaction thereof by wire transfer of immediately available funds in accordance with instructions provided by Transferor to Transferee in writing not less than two (2) business days prior to the Closing.

 (b) Transferor hereby covenants and agrees that immediately following the receipt of the principal amount outstanding under the
Promissory Note from Transferee, Transferor shall use such amounts to (i) repay, refinance or redeem all amounts outstanding under the following instruments (including accrued and unpaid interest thereon and all fees,


  
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expenses related thereto), after giving effect to any capital contributions or debt forgiveness to be made by Sun Capital Partners, Inc. (“Sun Capital”) or its affiliates:
(A) Transferor’s $155 million revolving credit facility with Wells Fargo Bank, National Association, dated as of October 19, 2011 (as amended or supplemented); (B) Transferor’s $45 million term loan facility with
Cerberus Business Finance, LLC, dated as of October 19, 2011 (as amended or supplemented); (C) that certain Sun Term Loan B/C/D/E/F/G Agreement between Transferor, Sun Kellwood Finance, LLC, SCSF Kellwood Finance, LLC and the other
Borrower Parties thereto, dated as of June 28, 2013 (as amended or supplemented); (D) that certain Sun Term Loan A Agreement between Transferor, Sun Kellwood Finance, LLC, SCSF Kellwood Finance, LLC and the other Borrower Parties thereto,
dated as of October 19, 2011 (as amended or supplemented); and (E) Transferor’s 12.875% Second-Priority Senior Secured Payment-In-Kind Notes due 2014 and (ii) pay (A) the restructuring fee payable to Sun Capital Management
V, LLC (“Sun Capital Management”) pursuant to that Management Services Agreement, dated as of May 29, 2008 (as amended or supplemented, the “Management Services Agreement”), by and between Sun Capital
Management and Transferor in connection with the consummation of the transactions related to the Initial Public Offering and in accordance with the terms of the Management Services Agreement and (B) that certain debt recovery bonus to Jill
Granoff, as contemplated by the terms of her employment agreement, dated as of [            ], 2012. Additionally, Transferor may, but is not obligated to, use such amounts to repurchase
its 7.625% 1997 Debentures due 2017 (the “7.625% Notes”) and Transferor’s 3.5% 2004 Convertible Debentures due June 15, 2034 on or after the closing of the Initial Public Offering. In the event the tender offer for the 7.625%
Notes is to be consummated after the closing of the Initial Public Offering, Transferor shall, on behalf of Transferee, escrow an amount equal to the face value of the outstanding 7.625% Notes (including accrued and unpaid interest thereon through
the anticipated closing date of the tender offer) with [U.S. Bank National Association], as escrow agent, in accordance with the terms of the escrow agreement (substantially in the form attached hereto as Exhibit B, the “Escrow
Agreement”) until the earlier of (i) the repurchase of all such outstanding 7.625% Notes, (ii) the termination of the Escrow Agreement in accordance with the terms thereof; and (iii) the three-month anniversary of the closing
of the Initial Public Offering. 
 6.02 Further Assurances. 

(a) Upon the request of either Party, the other Party shall, without further consideration, execute and deliver, or cause to be executed and
delivered, such other instruments of conveyance, transfer, assignment and confirmation, and shall take, or cause to be taken, such further or other actions as the other Party may deem necessary or desirable to carry out the intent and purposes of
this Agreement and to consummate and give effect to the transactions contemplated hereby. 
 6.03 Indemnity. 

(a) Transferee shall indemnify Transferor and hold it harmless against any Losses which Transferor may suffer, sustain or become subject to
the extent relating to the Vince Business. 

  
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 (b) Transferor shall indemnify Transferee and hold it harmless against any Losses which
Transferee or Vince may suffer, sustain or become subject to the extent relating to (i) the Kellwood Business or (ii) any failure by Transferor to fully perform its obligations under Section 4 of that certain Contribution and
Acceptance Agreement by and between Transferor and Vince dated September 1, 2012. 
 ARTICLE VII 

MISCELLANEOUS 
 7.01
Assignment. 
 (a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by a Party without the prior written consent of the other Party. 

(b) Either Party may assign in whole or in part its rights and obligations pursuant to this Agreement and all other agreements, documents and
instruments executed and/or delivered in connection herewith to one or more of its affiliates. Either Party may assign this Agreement, all other agreements, documents and instruments executed and/or delivered in connection herewith, and its rights
and obligations hereunder and thereunder in connection with a merger or consolidation involving such Party or in connection with a sale of stock (or other ownership interests) or assets of such Party. Either Party may assign any or all of its rights
pursuant to this Agreement, including its rights to indemnification, and all other agreements, documents and instruments executed and/or delivered in connection herewith, to any of its lender(s) as collateral security. 

7.02 Survival. All representations and warranties and covenants contained herein or made in writing by any Party in connection herewith
shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation made by a Party or on its behalf. 

7.03 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement or the application of any such provision to any person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any respect by a court
of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible. 
 7.04 Interpretation. The headings and captions used in this Agreement and the table of contents to
this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Schedule 

  
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attached hereto and not otherwise defined therein shall have the meaning set forth in this Agreement. The use of the word “including” herein shall mean “including without
limitation.” The word “or” is used in the inclusive sense of “and/or”. 
 7.05 Construction. The language
used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. 

7.06 Amendment and Waiver. Except as provided herein, any provision of this Agreement may be amended or waived only in a writing signed
by the Parties. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default. 

7.07 Complete Agreement. This Agreement and the other agreements, instruments, and documents contemplated hereby or executed in
connection herewith contain the complete agreement between the Parties and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related to the subject matter hereof in any way
(including any letter of intent or non-binding terms of sale). 
 7.08 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their permitted assigns and nothing herein expressed or implied, shall give or be construed to give any Person, other
than the parties hereto and such permitted assigns, any legal or equitable rights hereunder. 
 7.09 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, each other Party shall re-execute the original form of this Agreement and deliver such form to all other parties. No Party 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.

 7.10 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by the internal Law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Delaware. 
 7.11 WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY LITIGATION, 

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

			
	TRANSFEROR:
	
	KELLWOOD COMPANY, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	TRANSFEREE:
	
	VINCE INTERMEDIATE HOLDING, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


 Acknowledged and Agreed with respect to Section 6.01(a) only: 

 

			
	APPAREL HOLDING:
	
	APPAREL HOLDING CORP.
		
	By:	 	  

	Name:	 	
	Title:	 	

 Signature Page to Transfer Agreement 







 Exhibit A 

Form of Promissory Note 
 See attached.








 Exhibit B 

Form of Escrow Agreement 
 See attached.