X0206 3 2019-01-30 0 0001579157 VINCE HOLDING CORP. VNCE 0001766449 Fogel Marie C/O VINCE HOLDING CORP. 500 5TH AVENUE 20TH FLOOR NEW YORK NY 10110 0 1 0 0 See Remarks Restricted Stock Units 12500 D Restricted Stock Units 5357 D Restricted Stock Units 8571 D These shares represent restricted stock units that were granted to the Reporting Person on July 9, 2018 under the Amended and Restated 2013 Omnibus Incentive Plan of Vince Holding Corp. (the "Plan"). These restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest over a four-year period with 25% 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. These shares represent restricted stock units that were granted to the Reporting Person on May 25, 2018 under the Plan. These restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest over a four-year period with 10% vesting on April 19, 2019; 20% vesting on April 17, 2020; 25% vesting on April 16, 2021; and 45% vesting on April 15, 2022, in each case subject to the Reporting Person's continued employment with Vince Holding Corp. through each such vesting date. These shares represent restricted stock units that were granted to the Reporting Person on April 12, 2018 under the Plan. These restricted stock units convert into shares of common stock of Vince Holding Corp. on a one-for-one basis and are solely settled in common stock upon vesting. These restricted stock units vest over a four-year period with 25% vesting on April 19, 2019, 25% vesting on April 17, 2020, 25% vesting on April 16, 2021, and 25% vesting on April 15, 2022, in each case subject to the Reporting Person's continued employment with Vince Holding Corp. through each such vesting date. Senior Vice President, Merchandising, Product Development and Production /s/ Akiko Okuma, by Power of Attorney 2019-02-01