X0306 4 2015-10-22 0 0001579157 VINCE HOLDING CORP. VNCE 0001210695 HOFFMAN BRENDAN C/O VINCE HOLDING CORP. 500 5TH AVE., 20TH FLOOR NEW YORK NY 10110 0 1 0 0 Chief Executive Officer Employee Stock Option (right to buy) 3.99 2015-10-22 4 A 0 500000 0.00 A 2025-10-22 Common Stock 500000 500000 D The options were granted on October 22, 2015 pursuant to the Vince 2013 Omnibus Incentive Plan. Such options shall vest over the course of four years, with 25% of the options granted to the Reporting Person vesting on each of the first, second, third and fourth anniversaries of the grant date, in each case subject to the Reporting Person's continued employment with Vince Holding Corp. through each such vesting date. /s/ Akiko Okuma, by power of attorney 2015-10-23