Form of Share Repurchase Agreement



 Exhibit 10.17 

FORM OF SHARE REPURCHASE AGREEMENT 

THIS AGREEMENT (the “Agreement”) is made as of the      day of
            , 2010, among Vera Bradley, Inc., an Indiana corporation (the “Company”), Barbara Bradley Baekgaard, Patricia R. Miller, Jill A. Nichols, Michael C. Ray,
Kimberly F. Colby and P. Michael Miller (each, a “Shareholder” and together, the “Shareholders”). 

Recitals 

A. Effective June 30, 2010, the Company issued a total of one hundred (100) shares of common stock, no par value (the
“Shares”), to the Shareholders for aggregate consideration of One Hundred and 00/100 Dollars ($100.00). 
 B. As of
the date of this Agreement, the Company holds no assets other than the One Hundred and 00/100 Dollars ($100.00) of paid in capital proceeds from the original issuance of the Shares. 

C. In anticipation of certain transactions involving the Company, including, without limitation, the initial public offering of capital
stock of the Company, the Company and the Shareholders believe that it is in the best interests of all parties for the Company to repurchase the Shares from the Shareholders on the terms provided in this Agreement. 

Agreement 

In consideration of the foregoing and the following undertakings, the Company and each of the Shareholders agree as follows: 

1. Sale of the Shares. Each Shareholder hereby sells, assigns, transfers, and delivers to the Company that number of the Shares
set forth next to his or her name in the table provided below: 
  

			
	 SHAREHOLDER
	  	NUMBER OF
SHARES
	 Barbara Bradley Baekgaard
	  	40
	 Patricia R. Miller
	  	37
	 Jill A. Nichols
	  	10
	 Michael C. Ray
	  	5
	 Kimberly F. Colby
	  	5
	 P. Michael Miller
	  	3

 2. Purchase of the
Shares. The Company hereby purchases from each Shareholder that number of the Shares set forth next to his or her name in the table provided above in Section 1 (the “Ownership Table”) for a purchase price of One and 00/100 Dollars
($1.00) per share, the payment of which is made concurrently with the execution of this Agreement and the receipt of which each Shareholder hereby acknowledges. 







 3. Delivery of Stock. Upon the execution of this Agreement, each Shareholder shall
deliver, or cause to be delivered, to the Company certificates evidencing the number of the Shares owned by each such Shareholder, as provided in the Ownership Table (such portion of the Shares owned by each Shareholder hereafter referred to as such
“Shareholder’s Shares”), endorsed for transfer to the Company, together with all other documents necessary to complete an absolute and effective transfer, assignment and delivery of such Shareholder’s Shares to the Company.

 4. Warranty of Title. Each Shareholder represents and warrants to the Company and each other Shareholder that he or
she has not assigned or transferred any right, title, or interest in his or her Shareholder’s Shares to any person, and that all of his or her rights, title and interests in such Shareholder’s Shares are being transferred and assigned to
the Company under this Agreement. 
 5. Benefit. This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their heirs, personal representatives, successors and assigns. 
 6. Further Assurances.
Each party hereto respectively shall use all reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws, rules, and regulations to consummate and
thereafter make effective the transactions contemplated by this Agreement. 
 7. Counterparts. This Agreement may be
executed in the original or by telecopy or electronic transmission of a pdf file containing an executed signature page, in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and
the same instrument. 
 8. Governing Law. This Agreement shall be governed by and construed in accordance with the law of
the State of Indiana, without regard to the conflicts of laws principles thereof. 
 9. Waiver of Jury Trial. Each
party hereto hereby irrevocably waives any right to have a jury participate in resolving any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 -2- 








 IN WITNESS WHEREOF, the parties have executed, or in the case of the Company caused to be
executed by its duly authorized officer, this Agreement as of the day and year first written above. 
  

			
	VERA BRADLEY, INC.
		
	By:	 	  

		
	Its:	 	  

	
	  

	Barbara Bradley Baekgaard
	
	  

	Patricia R. Miller
	
	  

	Jill A. Nichols
	
	  

	Michael C. Ray
	
	  

	Kimberly F. Colby
	
	  

	P. Michael Miller