EX-10.55



 Exhibit 10.55 

ASSIGNMENT AND ASSUMPTION AGREEMENT 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), is dated as of November 27, 2013 and effective as
of the Effective Time (as defined below), by and among Kellwood Company, LLC, a Delaware limited liability company (“Assignor”), Apparel Holding Corp, a Delaware corporation (“Assignee”), and Jill Granoff
(“Executive”). 
 WHEREAS, Assignor and Assignee have undertaken a corporate restructuring (the
“Restructuring”) in anticipation of that certain initial public offering of the common stock of Assignee, pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO”);

 WHEREAS, prior to the Restructuring, Assignor was a subsidiary of Assignee; 

WHEREAS, in connection with the Restructuring and upon the closing of the IPO and subject to the limitations set forth herein, Assignor
desires to assign to Assignee all of Assignor’s right, title and interest (including obligations arising thereunder) in that certain Employment Agreement by and between Assignor and the Executive dated as of May 4, 2012, as amended by that
certain Amendment to Employment Agreement, dated as of December 30, 2012 (the “Agreement”) and, subject to the limitations set forth herein, Assignee desires to assume all of Assignor’s right, title and interest (including
obligations arising thereunder) in the Agreement; and 
 WHEREAS, Executive consents to such assignment. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and of the benefits to be derived herefrom,
receipt whereof is hereby acknowledged, the parties hereby agree as follows: 
 1. Assignment. Effective as of the closing of the IPO
(the “Effective Time”), Assignor hereby grants, assigns, transfers, conveys, sets over and delivers to Assignee all of Assignor’s right, title and interest, in and to the Agreement. For the avoidance of doubt, the Effective
Time shall be after the payment of the Debt Recovery Bonus (as defined in the Agreement) to the Executive pursuant to Section 4(b)(ii) of the Agreement. 

2. Assumption by Assignee. Effective as of the Effective Time, Assignee hereby assumes all of Assignor’s obligations under the
Agreement, other than any obligation referred to in Section 4(b) of the Agreement, which, for the avoidance of doubt, shall remain an obligation of Assignor. 

3. Consent by Executive. Executive hereby consents to the transactions contemplated by this Assignment. 







 4. Further Assurances. Each party hereto shall, from time to time after the delivery of
this Assignment, at any other party’s reasonable request and without further consideration, execute and deliver such further documents or instruments as may be reasonably required to more effectively evidence and confirm the transactions
contemplated by this Assignment. 
 5. Notices. Unless another address is specified in writing, notices, requests, demands and
communications to Assignor, Assignee or Executive shall be sent to the addresses indicated below: 
 if to Assignor: 

Kellwood Company, LLC 
 600
Kellwood Parkway 
 Chesterfield, MO 63017 

Facsimile: 314-576-3388 

Attention: General Counsel 

Email:       Keith.Grypp@Kellwood.com 

if to Assignee: 
 Apparel
Holding Corp. 
 1441 Broadway – 6th Floor 

New York, New York 10018 

Facsimile: 855-640-3896 

Attention: General Counsel 

Email:       jdubiner@vince.com 

if to Executive 
 At the
address (or the facsimile number) 
 shown in the books and records of the Assignee. 

6. Binding Effect. The obligations of this Assignment shall be binding upon and the benefits hereof shall inure to the parties hereto,
and their respective successors and assigns. Whenever the words “Executive”, “Assignor” or “Assignee” are used herein, they shall be deemed to include Executive, Assignor and Assignee, respectively, and their respective
successors and assigns. 
 7. Counterparts. This Assignment may be executed and delivered in one or more counterparts, including by
facsimile or electronic signature or delivery, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 







 8. Governing Law. This Assignment shall be governed by and construed in accordance with
the laws of the State of Delaware. In the event a court of competent jurisdiction shall hold or adjudge any term or provision hereof to be unenforceable, then the remainder of the terms and provisions hereof shall be enforced as though the offensive
term or provision was not, in the first instance, contained herein. 
 [SIGNATURE PAGE TO FOLLOW] 







 IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption Agreement on
the day and year first above written. 
 ASSIGNOR: 
  

			
	KELLWOOD COMPANY, LLC
		
	By:	 	 /s/ Keith A. Grypp

	Name:	 	Keith A. Grypp
	Title:	 	Senior Vice President, Secretary General Counsel

 ASSIGNEE: 
  

			
	APPAREL HOLDING CORP.
		
	By:	 	 /s/ Lisa Klinger

	Name:	 	Lisa Klinger
	Title:	 	Chief Financial Officer and Treasurer

 EXECUTIVE 
  

			
		
	By:	 	 /s/ Jill Granoff

		 	Jill Granoff

 [Signature Page to Assignment and Assumption Agreement]