0000950136-05-004900 Sample Contracts

WITNESSETH:
Employment Agreement • August 12th, 2005 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • New York
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FORM OF THE WARNACO GROUP, INC. 2005 STOCK INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK
Employment Agreement • August 12th, 2005 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments

This Agreement is to certify that the Grantee named below has been granted the number of shares of Restricted Stock set forth below under the terms and conditions set forth in this Agreement (this Award, the "Restricted Stock"). The Restricted Stock and this Agreement are subject to and incorporate by reference the terms and conditions of The Warnaco Group, Inc. 2005 Stock Incentive Plan (the "Plan") and the Employment Agreement (the "Employment Agreement"), dated as of [ ], between the Grantee and The Warnaco Group, Inc. (the "Company"), to the extent that the terms of the Employment Agreement relate to the terms and conditions of the award granted under this Agreement. The Restricted Stock is referred to under the Employment Agreement as "Career Shares". Capitalized terms used but not defined herein are defined in the Plan.

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