fedex pricing agreement -...

FedEx Pricing Agreement

PRS 2516325

Agreement Number: 2474119 Customer Name: VERA BRADLEY DESIGNS, INC. Effective Date: See Below ("Effective Date")

Customer, including any of its divisions, subsidiaries and affiliates, a majority (defined as 51%) of whose voting stock is directly or indirectly owned by Customer ("Customer" herein), and FedEx agree to enter into this FedEx Pricing Agreement (the "Agreement") subject to the following terms and conditions.

1. Pricing. FedEx agrees to provide to Customer transportation services under the terms contained in this Agreement. Pricing for FedEx Express and/or FedEx Ground services is attached and incorporated by reference. A courtesy copy of Customer's pricing reflected as net rates is available upon request from Customer's FedEx sales professional. Net rate sheets are provided as a courtesy and are not incorporated within the Agreement. For FedEx Ground services, FedEx will provide such services to Customer for each package that Customer drops off at FedEx World Service Centers, FedEx Kinko's Office and Print Centers, and other participating locations as identified by FedEx from time to time. FedEx may at its reasonable discretion provide Customer with regularly scheduled pick-ups for Ground services. The pricing provided to Customer is for Customer's exclusive use and benefit and may not be resold or otherwise extended to any other party without prior written consent of FedEx. The pricing is effective the later of the date identified above, if any, or within five business days following possession of a fully executed Agreement by FedEx's authorized representative ("Effective Date"). Only the account and barcode numbers verified by FedEx will participate in the pricing. Only the billed account and barcode number will receive the applicable pricing and revenue credit. To add an account or location, Customer must notify the FedEx sales executive in writing at least seven days in advance.

2. Service Guide. Each shipment made with FedEx is subject to the country of origin location's terms and conditions of carriage and the FedEx Service Guide in effect at the time of shipment, which terms are incorporated into this Agreement by reference. FedEx reserves the right to modify the FedEx Service Guide, including a modification of the published transportation rates, at anytime without notice. Customer is directed to the FedEx web site www.fedex.com for changes in the FedEx Service Guide. In the event there is a conflict between this Agreement and the FedEx Service Guide, the provisions of this Agreement control.

3. Payment Terms. Payment is due at the time services are rendered. FedEx may, however, extend credit privileges. The invoice date begins the credit term cycle, and payment is due within the number of days specified below from the invoice date. However, invoices for duties and taxes are payable on receipt. Customer agrees that remaining current on all payables is a condition to the extension of credit and pricing. Failure to comply with payment terms may result in

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denial of credit or removal of applicable pricing. FedEx reserves the right to discontinue credit privileges at any time upon notice and for any reason.

Payment Terms: 15 days

4. Automation. Customer agrees that all shipping locations will use a FedEx online or FedEx compatible shipping solution that is approved and authorized by FedEx, and an agreement for the placement or use of any such shipping solution shall be accepted prior to such use.

5. Unexpected Volume. If Customer tenders packages which substantially exceed the number, type, size and/or weight of packages tendered on average for the location by the Customer throughout the year, FedEx may, at its sole option, either accept such packages subject to waiver of Money Back Guarantees (if any) and commitment times, or decline to accept such packages without further obligation of any kind to Customer.

6. Confidentiality. Both FedEx and Customer agree that the terms of this Agreement, including the attached pricing, are confidential and shall be held in strict confidence by both parties and may not be disclosed unless required by law. Customer agrees not to post or publicly display the terms or the pricing. FedEx and Customer also agree that any discussions or negotiations regarding the attached pricing or any changes thereto (including but not limited to future pricing offerings) are also confidential and are pursuant to this provision of confidentiality.

7. Term. This Agreement commences on the Effective Date and continues until terminated by either party.

8. Termination. Either party may terminate this Agreement immediately upon notice for the other party's noncompliance with its terms. Either party may terminate this Agreement without cause and without penalty at any time upon 30 days prior written notice to the other.

9. Prior Agreements. This Agreement supersedes all Pricing Agreements and Addenda, if any, for FedEx Express and/or FedEx Ground services between FedEx and Customer for the designated account(s) and bar code number(s) relating to the services and package types covered by this Agreement and identified on the respective pricing attachments.

10. No Modifications. This Agreement shall not be modified without the written consent of both parties.

11. Other. This Agreement does not provide for the shipment of alcohol, tobacco, or other items or commodities that may be prohibited by law. Such commodities require a separate agreement.

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the last date provided below:

VERA BRADLEY DESIGNS, INC. ("Customer")

FEDERAL EXPRESS CORPORATION AND FEDEX GROUND PACKAGE SYSTEM, INC. (collectively, "FedEx") By their agent FedEx Corporate Services, Inc.

By:__________________________________ By:__________________________________ Print Name:___________________________ Print Name:___________________________ Title:________________________________ Title:________________________________ Date:________________________________ Date:________________________________

Employee No.: 546160

Offer expires if not accepted by Customer within 30 days of date of presentment of Agreement.

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Attachments: Please indicate your receipt and acceptance of the following pricing attachments by initialing below:

Express pricing attachment: _______ Customer Accepts _______ Customer Does Not AcceptGround pricing attachment: _______ Customer Accepts _______ Customer Does Not Accept

TLR 09.25.07

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Express Pricing Attachment

PRS 2516325

Agreement Number: 2474119 Customer Name: VERA BRADLEY DESIGNS, INC. Effective Date: See Agreement ("Effective Date") The pricing applies only to the following FedEx account numbers. If the account number is a national account number or a specific subgroup, unless otherwise noted the pricing applies to all individual FedEx account numbers associated with the national account or subgroup number(s): Account(s) 34049 U.S. DOMESTIC EXPRESS Pricing for U.S. Domestic Express services applies to U.S. payor FedEx accounts for shipments with a U.S. origin and a U.S. destination. Domestic Freight pricing is subject to minimum charges, which are determined by FedEx and are subject to change without notice. Customer's Express pricing is expressed as a percentage discount off of the Base Rate identified in the table below. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below. In the event that FedEx increases its published list rates during the time period specified, Customer's rates shall be adjusted by the lesser of the rate cap percentage or the published effective rate increase. At such time FedEx may, in its reasonable discretion, change Customer's discounts or the underlying base rates to reflect the applicable rate increase. Customer's effective rate increase may be greater than or less than the rate cap, based upon Customer's actual shipping patterns. Customer's adjusted discounts, if applicable, shall become Customer's revised discounts and shall apply to Customer thereafter. Notwithstanding the foregoing, the above-referenced cap is exclusive of any increases in surcharges, and is also exclusive of any increase in list rates via an adjustment or reduction to the fuel surcharge index (for example, if Customer's rate cap is 4% and FedEx increases list rates by an effective increase of 5%, where 2% of the increase is part of a 2% decrease in the fuel surcharge index, Customer shall take the full 5% increase with the net effect being a 3% increase). Term Term Start Term End Base Rate Rate Cap

1 Month 1 Month 36 Service Guide in effect on date of Shipment 4% 2 Month 37 * LIST -

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List: Pricing (including earned discounts if any) expires and Customer shall pay the FedEx published list rate for the specified accounts and services. * Except where Customer's Base Rate is identified as LIST (in such case all of Customer's discounts expire and Customer moves to published list rates for the services identified), Customer's Express pricing does not expire and shall remain in effect unless otherwise terminated by Customer or FedEx as specified in the Agreement. FedEx reserves the right to change Customer's pricing program structure upon notice. The following service(s) will be charged at the FedEx Service Guide rates in effect on the date of shipment: FedEx First Overnight Envelope FedEx First Overnight Base Discounts: Discounts are stated as percentages and any minimums are stated as U.S. dollar amounts.

FedEx Priority Overnight Zones => 2 3 4 5 6 7 8 9 -10 11-12 13-16

Envelope % 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00Pak (1-2 lbs.) % 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.001+ lbs. % 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 FedEx Standard Overnight

Zones => 2 3 4 5 6 7 8 9 13-16Envelope % 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00Pak (1-2 lbs.) % 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.001+ lbs. % 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00 40.00Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 FedEx 2Day

Zones => 2 3 4 5 6 7 8 9 -10 11-12 13-161+ lbs. % 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00 25.00Minimum Charge $ 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00

FedEx Express Saver

Zones => 2 3 4 5 6 7 8 1+ lbs. % 25.00 25.00 25.00 25.00 25.00 25.00 25.00Minimum Charge $ 5.00 5.00 5.00 5.00 5.00 5.00 5.00

Earned Discounts: In order for a shipment to count toward Customer's earned discount threshold or to receive an applicable earned discount, the shipment must be billed to a FedEx account number that is eligible for earned discounts and, if an automation device is used, shipped from an earned discount compatible automation device. Customer shall not be entitled to invoice adjustments for earned discounts for use of account numbers or automation devices that are not eligible for earned discounts.

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The following ED program shall be applied to all categories assigned the same Program Number.

Earned Discount Program Number 1 Grace Period: Beginning with the Effective Date of this Agreement, Customer shall receive the following additional discounts for the time period specified below as the Grace Period. Discounts apply to the Base Rate specified for each applicable service in effect at the time of shipment. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below. At the conclusion of the Grace Period, Customer's discounts will be determined based upon Customer's actual shipping activity as follows: Customer's Base Transportation Charges (annualized) will be calculated weekly to determine Customer's discount, from the table below, for the following week. Customer's annualized charges shall be based upon the frequency identified below (for example: On a 52 week frequency, beginning with the shipments during the last week of the Grace Period, Customer's Base Transportation Charges will be divided by the corresponding number of weeks. After 52 weeks, the Base Transportation Charges for the most recent 52 weeks are used. The last week of Customer's Grace Period shall be the first week used for this calculation.). Base Transportation Charges are before discounts are applied, and do not include ancillary service fees, surcharges, special handling fees or other charges.

Grace Period Discounts: 4 Weeks Service(s) Discount(s)

FedEx Priority Overnight Envelope 13.00% FedEx Priority Overnight Paks and Packages 13.00%

FedEx Standard Overnight Envelope 13.00% FedEx Standard Overnight Paks and Packages 13.00%

FedEx 2Day Paks and Packages 13.00% FedEx Express Saver Paks and Packages 13.00%

Service Groupings used in the Earned Discount Calculation. For each of the Service Groupings below, revenue will be combined for all applicable billing options (Outbound, Inbound, Third Party and Recipient Bill): Domestic Express International Express: International Express revenue includes U.S. Export, U.S. Import, Non-U.S. Origin International, Puerto Rico Southbound and Puerto Rico Northbound shipments billed to the account numbers identified herein. Ground: Includes single piece, net multiweight and return shipments Home Delivery: Includes single piece, net multiweight and return shipments Revenue will be aggregated at the category level to include multiple categories when applicable, and any corresponding discount(s) will also be applied at that same level.

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Frequency: 52 Weeks

Service(s) Annualized Base Transportation Charges Earned Discount

FedEx Priority Overnight Envelope

FedEx Priority Overnight Paks and Packages

FedEx Standard Overnight Envelope

FedEx Standard Overnight Paks and Packages

FedEx 2Day Paks and Packages FedEx Express Saver Paks and

Packages

$0.00 To $999,999.99 $1,000,000.00 To $1,499,999.99$1,500,000.00 To $1,999,999.99$2,000,000.00 To $3,499,999.99$3,500,000.00 To $3,999,999.99$4,000,000.00 Plus

0.00% 9.00%

11.00% 13.00% 18.00% 20.00%

Commitments: Customer's pricing is based upon Customer's Shipping Commitments. Customer shall achieve and maintain each of the following minimum Shipping Commitments within 90 days of the Effective Date. Customer shall provide FedEx with no less than 10 days notice following any divestiture of accounts receiving pricing pursuant to this Agreement. In the event of a merger or acquisition, Customer shall notify FedEx's Sales Executive in writing at least thirty (30) days in advance of locations and accounts for pricing to apply to such accounts. In the event any merger, acquisition or divestiture materially alters Customer's shipping profile, FedEx reserves the right to modify any or all of the Shipping Commitments in this Agreement upon thirty (30) days written or electronically transmitted notice. Deviation from these Shipping Commitments may result in pricing changes that more accurately reflect Customer's actual shipping patterns. FedEx will provide 30 days written or electronically transmitted notice of any such changes. On average, Customer agrees to tender the following number of packages to FedEx Express on a daily basis:

Minimum Packages Per Day 9 Packages Customer agrees to maintain the following Average Base Transportation Charge per package during the term of this Agreement. Average Base Transportation Charge is calculated by dividing the Average Daily Base Transportation Charges by the average daily number of packages shipped by Customer since the Effective Date. Base Transportation Charges do not include ancillary service fees, surcharges, special handling fees or other charges.

Average Base Charge Per Package $54.18 U.S. EXPORT EXPRESS Pricing for U.S. Export Express services applies to U.S. payor FedEx accounts for shipments with a U.S. origin and a non-U.S. destination. Pricing is subject to minimum charges, which are determined by FedEx and are subject to change without notice. Customer's Express pricing is expressed as a percentage discount off of the Base Rate identified in the table below. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below.

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In the event that FedEx increases its published list rates during the time period specified, Customer's rates shall be adjusted by the lesser of the rate cap percentage or the published effective rate increase. At such time FedEx may, in its reasonable discretion, change Customer's discounts or the underlying base rates to reflect the applicable rate increase. Customer's effective rate increase may be greater than or less than the rate cap, based upon Customer's actual shipping patterns. Customer's adjusted discounts, if applicable, shall become Customer's revised discounts and shall apply to Customer thereafter. Notwithstanding the foregoing, the above-referenced cap is exclusive of any increases in surcharges, and is also exclusive of any increase in list rates via an adjustment or reduction to the fuel surcharge index (for example, if Customer's rate cap is 4% and FedEx increases list rates by an effective increase of 5%, where 2% of the increase is part of a 2% decrease in the fuel surcharge index, Customer shall take the full 5% increase with the net effect being a 3% increase). Term Term Start Term End Base Rate Rate Cap

1 Month 1 Month 36 Service Guide in effect on date of Shipment 4% 2 Month 37 * LIST -

List: Pricing (including earned discounts if any) expires and Customer shall pay the FedEx published list rate for the specified accounts and services. * Except where Customer's Base Rate is identified as LIST (in such case all of Customer's discounts expire and Customer moves to published list rates for the services identified), Customer's Express pricing does not expire and shall remain in effect unless otherwise terminated by Customer or FedEx as specified in the Agreement. FedEx reserves the right to change Customer's pricing program structure upon notice. Base Discounts: Discounts are stated as percentages and all minimums are stated as U.S. dollar amounts. PR = Puerto Rico PR Discounts at 154lbs. shall also apply to all weights greater than 154lbs. (and accepted by FedEx for the service) for the service identified.

FedEx International Priority Envelope Zones => A B C D E F G H I J K L M N O PR

Envelope % 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 13.00Minimum Charge $ 18.30 18.85 18.85 21.95 21.95 21.95 21.95 24.35 21.95 25.60 34.15 34.15 48.80 25.60 34.15 0.00

FedEx International Priority Pak

Zones => A B C D E F G H I J K L M N O PRPak (1-2 lbs.) % 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 2.00Minimum Charge $ 22.25 22.80 22.80 28.00 28.00 28.00 28.00 32.90 28.00 30.50 34.15 34.15 56.15 30.50 34.15 0.00

FedEx International Priority

Zones => A B C D E F G H I J K L M N O PR1-154 lbs. % 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 2.00Minimum Charge $ 25.60 26.15 26.15 32.30 32.30 32.30 32.30 40.25 34.15 39.05 43.95 43.95 63.45 39.05 43.95 0.00

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FedEx International Priority Heavyweight

Zones => A B C D E F G H I J K L M N O 155+ lbs. % 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

FedEx International Economy

Zones => A B C D E F G H I J K L M N O PR 1-154 lbs. % 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 10.00Minimum Charge $ 21.95 24.00 22.45 25.75 25.75 24.80 24.80 32.50 25.15 28.90 32.60 32.60 47.30 29.10 32.55 0.00

FedEx International Economy Heavyweight


FedEx International Priority Freight (ATA)


FedEx International Priority Freight (DTD,DTA,ATD)

Zones => A B C D E F G H I J K L M N O PR 151+ lbs. % 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 10.00Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

FedEx International Economy Freight (ATA)

Zones => C D E F G H J K L M N O 151+ lbs. % 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

FedEx International Economy Freight (DTD,DTA,ATD)

Zones => C D E F G H J K L M N O PR 151+ lbs. % 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 65.00 10.00Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commitments: Customer's pricing is based upon Customer's Shipping Commitments. Customer shall achieve and maintain each of the following minimum Shipping Commitments within 90 days of the Effective Date. Customer shall provide FedEx with no less than 10 days notice following any divestiture of accounts receiving pricing pursuant to this Agreement. In the event of a merger or acquisition, Customer shall notify FedEx's Sales Executive in writing at least thirty (30) days in

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advance of locations and accounts for pricing to apply to such accounts. In the event any merger, acquisition or divestiture materially alters Customer's shipping profile, FedEx reserves the right to modify any or all of the Shipping Commitments in this Agreement upon thirty (30) days written or electronically transmitted notice. Deviation from these Shipping Commitments may result in pricing changes that more accurately reflect Customer's actual shipping patterns. FedEx will provide 30 days written or electronically transmitted notice of any such changes. On average, Customer agrees to tender the following number of packages to FedEx Express on a daily basis:

Minimum Packages Per Day .6 Packages Customer agrees to maintain the following Average Base Transportation Charge per package during the term of this Agreement. Average Base Transportation Charge is calculated by dividing the Average Daily Base Transportation Charges by the average daily number of packages shipped by Customer since the Effective Date. Base Transportation Charges do not include ancillary service fees, surcharges, special handling fees or other charges.

Average Base Charge Per Package $58.03 U.S. IMPORT AND NON-U.S. ORIGIN/DESTINATION INTERNATIONAL EXPRESS Pricing for U.S. Import Express services applies to U.S. payor FedEx accounts for shipments with a non-U.S. origin and a U.S. destination. Pricing for non-U.S. origin/destination Express services applies to U.S. payor FedEx accounts for shipments with a non-U.S. origin and a non-U.S. destination. Pricing is subject to discount limitations and minimum charges that vary by the country of origin. The discount limitations and minimum charges are determined by FedEx and are subject to change without notice. Destination-based import rates apply and may be found at www.fedex.com/us/import, or such other site that FedEx may designate from time to time. Customer's Express pricing is expressed as a percentage discount off of the Base Rate identified in the table below. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below.

Term Term Start Term End Base Rate 1 Month 1 Month 36 Service Guide in effect on date of Shipment2 Month 37 * LIST

List: Pricing (including earned discounts if any) expires and Customer shall pay the FedEx published list rate for the specified accounts and services. * Except where Customer's Base Rate is identified as LIST (in such case all of Customer's discounts expire and Customer moves to published list rates for the services identified), Customer's Express pricing does not expire and shall remain in effect unless otherwise terminated by Customer or FedEx as specified in the Agreement. FedEx reserves the right to change Customer's pricing program structure upon notice. Base Discounts: Discounts are stated as percentages and all minimums are stated as U.S. dollar amounts. PR = Puerto Rico PR Discounts at 154lbs. shall also apply to all weights greater than 154lbs. (and accepted by FedEx for the service) for the service identified. Notwithstanding any other term herein, the Base Rate for PR shall always be the Service Guide in effect on the date of shipment.

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FedEx International Priority Envelope Zones => A C D E F G H I J K L M N O P PR

Envelope % 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 13.00Minimum Charge $ 10.28 10.00 19.02 19.02 14.12 20.62 21.48 13.58 15.72 14.14 14.18 27.64 14.04 14.98 14.28 0.00

FedEx International Priority Pak

Zones => A C D E F G H I J K L M N O P PRPak (1-2 lbs.) % 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 2.00Minimum Charge $ 15.08 11.92 24.40 24.36 20.24 27.80 29.48 17.58 21.24 18.42 18.44 34.56 19.64 18.54 18.62 0.00

FedEx International Priority

Zones => A C D E F G H I J K L M N O P PR1-154 lbs. % 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 2.00Minimum Charge $ 16.90 12.40 30.77 30.74 22.92 35.90 35.55 18.64 24.86 22.68 22.69 48.93 24.30 23.50 23.73 0.00

FedEx International Priority Heavyweight

Zones => A C D E F G H I J K L M N O P 155+ lbs. % 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

FedEx International Economy

Zones => A C D E F G H I J K L M N O P PR 1-154 lbs. % 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 10.00Minimum Charge $ 14.19 11.83 29.10 29.08 21.76 34.10 33.69 17.74 23.61 21.64 21.64 46.16 23.06 22.19 22.42 0.00

FedEx International Economy Heavyweight


FedEx International Priority Freight (ATA)


FedEx International Priority Freight (DTD,ATD,DTA)

Zones => A C D E F G H I J K L M N O P PR 151+ lbs. % 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 10.00Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

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FedEx International Economy Freight (ATA) Zones => A C D E F G H I J K L M N O P

151+ lbs. % 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

FedEx International Economy Freight (DTD,ATD,DTA)

Zones => A C D E F G H I J K L M N O P PR 151+ lbs. % 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 10.00Minimum Charge $ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commitments: Customer's pricing is based upon Customer's Shipping Commitments. Customer shall achieve and maintain each of the following minimum Shipping Commitments within 90 days of the Effective Date. Customer shall provide FedEx with no less than 10 days notice following any divestiture of accounts receiving pricing pursuant to this Agreement. In the event of a merger or acquisition, Customer shall notify FedEx's Sales Executive in writing at least thirty (30) days in advance of locations and accounts for pricing to apply to such accounts. In the event any merger, acquisition or divestiture materially alters Customer's shipping profile, FedEx reserves the right to modify any or all of the Shipping Commitments in this Agreement upon thirty (30) days written or electronically transmitted notice. Deviation from these Shipping Commitments may result in pricing changes that more accurately reflect Customer's actual shipping patterns. FedEx will provide 30 days written or electronically transmitted notice of any such changes. On average, Customer agrees to tender the following number of packages to FedEx Express on a daily basis:

Minimum Packages Per Day 1 Packages MONEY BACK GUARANTEE AND OTHER PROVISIONS Customer is entitled to request refunds pursuant to the Money-Back Guarantee Policy provisions of the FedEx Service Guide for all FedEx Express services. Customer may have a customized Domestic Express Freight pricing program. Any such pricing is not superseded by this Agreement. Please refer to the applicable contract for specific pricing and contract terms. Customer's express Special Program(s) pricing is expiring and is replaced with the pricing identified herein.

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Ground Pricing Attachment

M10,M14,M15,M3,M4,M5,M6,M7,M9

PRS 2516325

Agreement Number: 2474119 Customer Name: VERA BRADLEY DESIGNS, INC. Effective Date: See Agreement ("Effective Date") The pricing applies to only the following account subgroup(s) for the specified FedEx national account number(s) Account(s) 34049 GROUND SINGLE PIECE The incentives in this section apply to Commercial Business ONLY. The incentives relating to the same Ground services are additive and are applied to the Base Transportation Charges identified in the table below and are not applied to special handling fees, surcharges, ancillary or other charges. Customer's Ground pricing is expressed as a percentage discount off of the Base Rate identified in the table below. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below. In the event that FedEx increases its published list rates during the time period specified, Customer's rates shall be adjusted by the lesser of the rate cap percentage or the published effective rate increase. At such time FedEx may, in its reasonable discretion, change Customer's discounts or the underlying base rates to reflect the applicable rate increase. Customer's effective rate increase may be greater than or less than the rate cap, based upon Customer's actual shipping patterns. Customer's adjusted discounts, if applicable, shall become Customer's revised discounts and shall apply to Customer thereafter.

Term Term Start Term End Base Rate Rate Cap1 Month 1 Month 36 Service Guide in effect on date of Shipment 4% 2 Month 37 * LIST -

List: Pricing (including earned discounts, if any) expires and Customer shall pay the FedEx published list rate for the specified accounts and services. * Customer's Ground pricing does not expire and shall remain in effect unless otherwise terminated by Customer or FedEx as specified in the Agreement. FedEx reserves the right to change Customer's pricing program structure upon notice.

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Base Discounts: The following discounts apply to all weights and zones of the following services and package types: Service(s) Package Type(s) Zone(s) Discount(s) Continental US Ground 3P 2-8 20.00% Continental US Ground IB 2-8 20.00% Continental US Ground OB 2-8 20.00% Continental US Ground PRP 2-8 20.00% Continental US Ground RB 2-8 20.00% Weight/Zone Matrix: The weight and zone associated with a package will be used to determine, from the table(s) below, an additional incentive to be applied to reduce the base package charge.

Service(s): Package Type(s): Continental US Ground 3P,IB,OB,RB

Package Weight 2 3 4 5 6 7 8 1 to 25 lbs. 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00%

26 to 70 lbs. 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 71 to 150 lbs. 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%



Earned Discount Program Number 1 Grace Period: Beginning with the Effective Date of this Agreement, Customer shall receive the following additional discounts for the time period specified below as the Grace Period. Discounts apply to the FedEx Service Guide rates in effect at the time of shipment. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below. At the conclusion of the Grace Period, Customer's discounts will be determined based upon Customer's actual shipping activity as follows: Customer's Base Transportation Charges (annualized) will be calculated weekly to determine Customer's discount, from the table below, for the following week. Customer's annualized charges shall be based upon the frequency identified below (for example: On a 52 week frequency, beginning with the shipments during the last week of the Grace Period, Customer's Base Transportation Charges will be divided by the corresponding number of weeks. After 52 weeks, the Base Transportation Charges for the most recent 52 weeks are used. The last week of Customer's Grace Period shall be the first week used for this calculation.). Base Transportation Charges are before discounts are applied, and do not include ancillary service fees, surcharges, special handling fees or other charges.

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Continental US Ground- Outbound Prepaid 13.00% Continental US Ground - 3rd Party Billing 13.00% Continental US Ground - Inbound Collect 13.00% Continental US Ground - Recipient Billing 13.00%

Service Groupings used in the Earned Discount Calculation. For each of the Service Groupings below, revenue will be combined for all applicable billing options (Outbound, Inbound, Third Party and Recipient Bill): Domestic Express International Express: International Express revenue includes U.S. Export, U.S. Import, Non-U.S. Origin International, Puerto Rico Southbound and Puerto Rico Northbound shipments billed to the account numbers identified herein. Ground: Includes single piece, net multiweight and return shipments Home Delivery: Includes single piece, net multiweight and return shipments The calculation will be performed at the category level to include multiple categories when applicable, and any corresponding incentive(s) will also be applied at that same level. Frequency: 52 Weeks

Service(s) Annualized Base Transportation Charges

Earned Discount

Continental US Ground- Outbound Prepaid

Continental US Ground - 3rd Party Billing

Continental US Ground - Inbound Collect

Continental US Ground - Recipient Billing

$0.00 To $999,999.99 $1,000,000.00 To $1,499,999.99$1,500,000.00 To $1,999,999.99$2,000,000.00 To $3,499,999.99$3,500,000.00 To $3,999,999.99$4,000,000.00 Plus

0.00% 9.00%

11.00% 13.00% 18.00% 20.00%

Minimum Package Charge: For each package, Customer agrees to pay the greater of the net package charge based on Customer's discounts, if any, for a given service or the minimum net package charge as defined below. The minimum net package charge will be the base rate defined for the service for the zone(s) and weight(s) shown or the rate per package shown below.

Service(s) Package Type(s) Minimum Net Package Charge Continental US Ground 3P Zone 2 , 1 Pound Continental US Ground IB Zone 2 , 1 Pound Continental US Ground OB Zone 2 , 1 Pound Continental US Ground PRP Zone 8 , 5 Pounds Continental US Ground RB Zone 2 , 1 Pound

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Commitments: Customer's pricing is based upon Customer's Shipping Commitments. Customer shall achieve and maintain each of the following minimum Shipping Commitments within 90 days of the Effective Date. Customer shall provide FedEx with no less than 10 days notice following any divestiture of accounts receiving pricing pursuant to this Agreement. In the event of a merger or acquisition, Customer shall notify FedEx's Sales Executive in writing at least thirty (30) days in advance of locations and accounts for pricing to apply to such accounts. In the event any merger, acquisition or divestiture materially alters Customer's shipping profile, FedEx reserves the right to modify any or all of the Shipping Commitments in this Agreement upon thirty (30) days written or electronically transmitted notice. Deviation from these Shipping Commitments may result in pricing changes that more accurately reflect Customer's actual shipping patterns. FedEx will provide 30 days written or electronically transmitted notice of any such changes. On average, Customer agrees to tender the following number of packages to FedEx on a daily basis:

Minimum Packages Per Day 1366 Packages Customer agrees to maintain the following domestic Average Base Transportation Charge per package during the term of this Agreement. Average Daily Base Transportation Charge is calculated by dividing the applicable Average Daily Base Transportation Charges by the average daily number of domestic packages shipped by Customer since the Effective Date. Base Transportation Charges do not include ancillary service fees, surcharges, special handling fees or other charges.

Average Base Package Charge $6.79 GROUND MULTIWEIGHT The incentives in this section apply to Commercial Business ONLY. Customer's Ground Multiweight pricing is defined below and any discounts shall not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below. In the event that FedEx increases its Multiweight rates during the time period specified, Customer's rates shall be adjusted by the lesser of the rate cap percentage or the Multiweight effective rate increase. At such time FedEx may, in its reasonable discretion, change Customer's discounts or the underlying base rates to reflect the applicable rate increase. Customer's effective rate increase may be greater than or less than the rate cap, based upon Customer's actual shipping patterns. Customer's adjusted discounts, if applicable, shall become Customer's revised discounts and shall apply to Customer thereafter.

Term Term Start Term End Base Rate Rate Cap 1 Month 1 Month 36 Multiweight Rates in effect on date of Shipment 4% 2 Month 37 * LIST -

List: Pricing (including earned discounts, if any) expires and Customer shall pay the FedEx published list rate for the specified accounts and services.

* Customer's Ground pricing does not expire and shall remain in effect unless otherwise terminated by Customer or FedEx as specified in the Agreement. FedEx reserves the right to change Customer's pricing program structure upon notice. Multiweight Terms: The base rates as published in the FedEx Service Guide in effect at the time of shipment, and as modified by any other addenda for ground services between FedEx and Customer will be superseded by the Customer's Multiweight rates, as defined in the tables below, provided that the Customer's Multiweight rates result in lower

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package charges to the Customer. Multiweight rates do not apply to special handling fees, ancillary or other charges unless expressly stated otherwise. Multiweight rates are based upon the Multiweight Service Rate Chart. Customer shall receive written or electronically provided notice of changes to the Multiweight Service Rate Chart. FedEx reserves the right to change the Multiweight Service Rate Charge at any time. Multiweight service is applicable for aggregations of package shipments that are greater than or equal to the minimum shipment weight shown in the table(s) below. In determining total shipment weight and average package weight, each package in the aggregation of packages is weighed and its individual weight is then rounded up to the next full pound. All oversized and dimensional package weight rules apply. For outbound prepaid packages, an aggregation is defined as packages shipped to a single customer at the same address on the same day under one Customer account number and from a single pick-up location. For international shipments, an aggregation is defined as packages shipped under the same shipment number shipped to a single Consignee facility on the same day under one Customer account number. For inbound collect packages, an aggregation is defined as packages shipped under one Customer account number on the same day to the Consignee facility under the same Consignee number The Multiweight charge shall be determined by multiplying the current rate per hundred pounds for the zone applicable to the shipment by the number of Multiweight units. Multiweight units are determined by taking the greater of total rated shipment weight or the minimum average package weight shown in the table(s) below times the number of packages in the aggregation and dividing by 100. A minimum charge for each aggregation shall be assessed. The minimum charge shall be the greater of the minimum charge shown on the Multiweight Service Rate Chart or the Multiweight charge as defined. The following Multiweight rates and provisions shall apply:

Service(s): Package Type(s): Continental US Ground 3P,IB,OB,RB

Additional Incentives by Zone

Rated Shipment Weight Multiweight Tier 2 3 4 5 6 7 8 200 to 499 lbs. 1 20% 20% 20% 20% 20% 20% 20%500 Plus lbs. 501 20% 20% 20% 20% 20% 20% 20%

The weight and zone associated with an aggregation will be used to determine additional incentives to be applied to reduce the Multiweight rates according to the table above.

Applicable Zones -> 2 3 4 5 6 7 8 Minimum Average Package Weight 25 lbs. 25 lbs. 25 lbs. 25 lbs. 25 lbs. 25 lbs. 25 lbs.

Minimum Shipment Weight 200 lbs. 200 lbs. 200 lbs. 200 lbs. 200 lbs. 200 lbs. 200 lbs. Any aggregation of packages weighing between 150 pounds and the minimum shipment weight will be rated at the minimum shipment weight.

Commitments: Customer's pricing is based upon Customer's Shipping Commitments. Customer shall achieve and maintain each of the following minimum Shipping Commitments within 90 days of the Effective Date. Customer shall provide FedEx with no less than 10 days notice following any divestiture of accounts receiving pricing pursuant to this Agreement. In the event of a merger or acquisition, Customer shall notify FedEx's Sales Executive in writing at least thirty (30) days in advance of locations and accounts for pricing to apply to such accounts. In the event any merger, acquisition or

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divestiture materially alters Customer's shipping profile, FedEx reserves the right to modify any or all of the Shipping Commitments in this Agreement upon thirty (30) days written or electronically transmitted notice. Deviation from these Shipping Commitments may result in pricing changes that more accurately reflect Customer's actual shipping patterns. FedEx will provide 30 days written or electronically transmitted notice of any such changes. On average, Customer agrees to tender the following number of packages to FedEx on a daily basis:

Minimum Packages Per Day 155 Packages Customer agrees to maintain the following domestic Average Net Transportation Charge per package during the term of this Agreement. Average Net Transportation Charge is calculated by dividing the domestic Average Daily Net Transportation Charges by the average daily number of domestic packages shipped by Customer since the Effective Date. Net Transportation Charges are the Base Transportation Charges (published list rates) after any discounts, reductions, allowances or adjustments, but exclusive of any ancillary service fees, surcharges, special handling fees or other charges.

Average Net Package Charge $6.01 HOME DELIVERY SINGLE PIECE The incentives relating to the same Home Delivery services are additive and are applied to the Base Transportation Charges identified in the table below and are not applied to special handling fees, surcharges, ancillary or other charges. Customer's Ground pricing is expressed as a percentage discount off of the Base Rate identified in the table below. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below. In the event that FedEx increases its published list rates during the time period specified, Customer's rates shall be adjusted by the lesser of the rate cap percentage or the published effective rate increase. At such time FedEx may, in its reasonable discretion, change Customer's discounts or the underlying base rates to reflect the applicable rate increase. Customer's effective rate increase may be greater than or less than the rate cap, based upon Customer's actual shipping patterns. Customer's adjusted discounts, if applicable, shall become Customer's revised discounts and shall apply to Customer thereafter.

Term Term Start Term End Base Rate Rate Cap1 Month 1 Month 36 Service Guide in effect on date of Shipment 4% 2 Month 37 * LIST -

List: Pricing (including earned discounts, if any) expires and Customer shall pay the FedEx published list rate for the specified accounts and services. * Customer's Ground pricing does not expire and shall remain in effect unless otherwise terminated by Customer or FedEx as specified in the Agreement. FedEx reserves the right to change Customer's pricing program structure upon notice. Base Discounts: The following discounts apply to all weights and zones of the following services and package types: Service(s) Package Type(s) Zone(s) Discount(s) FedEx Home Delivery 3P 2-8 5.00% FedEx Home Delivery OB 2-8 5.00%

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Weight/Zone Matrix: The weight and zone associated with a package will be used to determine, from the table(s) below, an additional incentive to be applied to reduce the base package charge.

Service(s): Package Type(s): FedEx Home Delivery 3P,OB

Package Weight 2 3 4 5 6 7 8 1 to 25 lbs. 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%

26 to 50 lbs. 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 51 to 70+ lbs. 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00%



Earned Discount Program Number 1 Grace Period: Beginning with the Effective Date of this Agreement, Customer shall receive the following additional discounts for the time period specified below as the Grace Period. Discounts apply to the FedEx Service Guide rates in effect at the time of shipment. Discounts do not apply to ancillary service fees, surcharges, special handling fees or other charges and are applicable for the time period(s) specified below. At the conclusion of the Grace Period, Customer's discounts will be determined based upon Customer's actual shipping activity as follows: Customer's Base Transportation Charges (annualized) will be calculated weekly to determine Customer's discount, from the table below, for the following week. Customer's annualized charges shall be based upon the frequency identified below (for example: On a 52 week frequency, beginning with the shipments during the last week of the Grace Period, Customer's Base Transportation Charges will be divided by the corresponding number of weeks. After 52 weeks, the Base Transportation Charges for the most recent 52 weeks are used. The last week of Customer's Grace Period shall be the first week used for this calculation.). Base Transportation Charges are before discounts are applied, and do not include ancillary service fees, surcharges, special handling fees or other charges.


FedEx Home Delivery - Outbound Prepaid 13.00% FedEx Home Delivery - 3rd Party Billing 13.00%

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Service Groupings used in the Earned Discount Calculation. For each of the Service Groupings below, revenue will be combined for all applicable billing options (Outbound, Inbound, Third Party and Recipient Bill): Domestic Express International Express: International Express revenue includes U.S. Export, U.S. Import, Non-U.S. Origin International, Puerto Rico Southbound and Puerto Rico Northbound shipments billed to the account numbers identified herein. Ground: Includes single piece, net multiweight and return shipments Home Delivery: Includes single piece, net multiweight and return shipments The calculation will be performed at the category level to include multiple categories when applicable, and any corresponding incentive(s) will also be applied at that same level. Frequency: 52 Weeks

Service(s) Annualized Base Transportation Charges

Earned Discount

FedEx Home Delivery - Outbound Prepaid

FedEx Home Delivery - 3rd Party Billing

$0.00 To $999,999.99 $1,000,000.00 To $1,499,999.99$1,500,000.00 To $1,999,999.99$2,000,000.00 To $3,499,999.99$3,500,000.00 To $3,999,999.99$4,000,000.00 Plus

0.00% 9.00%

11.00% 13.00% 18.00% 20.00%

Minimum Package Charge: For each package, Customer agrees to pay the greater of the net package charge based on Customer's discounts, if any, for a given service or the minimum net package charge as defined below. The minimum net package charge will be the base rate defined for the service for the zone(s) and weight(s) shown or the rate per package shown below.

Service(s) Package Type(s) Minimum Net Package Charge FedEx Home Delivery 3P Zone 2 , 1 Pound FedEx Home Delivery OB Zone 2 , 1 Pound Commitments: Customer's pricing is based upon Customer's Shipping Commitments. Customer shall achieve and maintain each of the following minimum Shipping Commitments within 90 days of the Effective Date. Customer shall provide FedEx with no less than 10 days notice following any divestiture of accounts receiving pricing pursuant to this Agreement. In the event of a merger or acquisition, Customer shall notify FedEx's Sales Executive in writing at least thirty (30) days in advance of locations and accounts for pricing to apply to such accounts. In the event any merger, acquisition or divestiture materially alters Customer's shipping profile, FedEx reserves the right to modify any or all of the Shipping Commitments in this Agreement upon thirty (30) days written or electronically transmitted notice. Deviation from these Shipping Commitments may result in pricing changes that more accurately reflect Customer's actual shipping patterns. FedEx will provide 30 days written or electronically transmitted notice of any such changes.

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On average, Customer agrees to tender the following number of packages to FedEx on a daily basis:

Minimum Packages Per Day 96 Packages Customer agrees to maintain the following domestic Average Base Transportation Charge per package during the term of this Agreement. Average Daily Base Transportation Charge is calculated by dividing the applicable Average Daily Base Transportation Charges by the average daily number of domestic packages shipped by Customer since the Effective Date. Base Transportation Charges do not include ancillary service fees, surcharges, special handling fees or other charges.

Average Base Package Charge $5.84

SPECIAL HANDLING FEES AND OTHER CHARGES All Special Handling Fees and other ancillary charges will be assessed as per the FedEx Service Guide in effect on the date of shipment except as detailed below or otherwise identified on the Agreement and any Attachments, Addenda or Amendments thereto. Discounts stated below shall be off of the FedEx Service Guide in effect on the date of shipment.

Term Term Start Term End 1 Month 1 Month 36 2 Month 37 *

* Customer's Surcharge Reduction(s) as defined for this term below does not expire and shall remain in effect unless otherwise terminated by Customer or FedEx as specified in the Agreement. Term 1 Surcharge Exceptions Extra Service Charge(s) Base Surcharge Rates Reduction Delivery Area Surcharge (Ground Commercial) Service Guide in effect on Date of Shipment 75.0% Dim Exceptions Service Dimensional Weight Factor Domestic Ground Dim 225 US to Canada Ground (direct) Dim 166 Term 2 Surcharge Exceptions Extra Service Charge(s) Base Surcharge Rates Reduction Delivery Area Surcharge (Ground Commercial) Service Guide in effect on Date of Shipment 0.0% Dim Exceptions Service Dimensional Weight Factor Domestic Ground Dim Per FedEx Service Guide US to Canada Ground (direct) Dim Per FedEx Service Guide

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MONEY BACK GUARANTEE AND OTHER PROVISIONS Customer agrees to declare all extra service charges. FedEx reserves the right to assess applicable extra service charges on packages that Customer does not properly declare. The following package type abbreviations are defined as follows:

OB Outbound prepaid packages picked up at the Customer's facility IB Packages received by and billed to Customer (placard enrollment required) 3P Packages shipped for the Customer by a third party RB Packages received by and billed to Customer PRP Package Returns Packages received at the Customer's facility ZJ Zone jump packages dropped into designated hub(s) and terminal(s) RM Return Manager packages received at the Customer's facility TB Canada to U.S. Trans-Border packages tendered at U.S. designated hub(s) and terminal(s)

Customer is entitled to request refunds under the Money-Back Guarantee Policy provisions of the FedEx Service Guide for all FedEx Ground services.

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FedEx Ground Multiweight Service Rate Chart

Rate Chart Effective January 01, 2007

Customer Name: VERA BRADLEY DESIGNS, INC.Account Number(s): 34049

Applicable Rates per 100 lbs. (U.S. $)

Service Package Type(s)

Continental US Ground 3P,IB,OB,RB

Tier Zone 2 3 4 5 6 7 8 1 $16.15 $21.00 $25.60 $29.10 $36.80 $41.80 $46.85

501 $13.85 $18.15 $22.10 $25.15 $31.80 $36.00 $40.30 Minimum Charge $41.00 $41.00 $45.00 $45.00 $45.00 $45.00 $45.00

fedex pricing agreement -...

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