0000950136-05-003067 Sample Contracts

THE WARNACO GROUP, INC. 2005 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Stock Incentive Plan Non-Qualified Stock Option Agreement • May 25th, 2005 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), dated as of ____________, 20__, is made by and between The Warnaco Group, Inc., a Delaware corporation (the "Company"), and _________________ (the "Optionee").

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THE WARNACO GROUP, INC. 2005 STOCK INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Employment Agreement • May 25th, 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 Restricted Stock Units set forth below under the terms and conditions set forth in this Agreement (this Award, the "Restricted Stock Units"). The Restricted Stock Units 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 December 22, 2004, 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 Units are referred to under the Employment Agreement as "Career Units." Capitalized terms used but not defined herein are defined in the Plan.

THE WARNACO GROUP, INC. 2005 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Stock Incentive Plan Restricted Stock Award Agreement • May 25th, 2005 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT, (the "Agreement"), dated as of ___________, 20__, is made by and between The Warnaco Group, Inc., a Delaware corporation (the "Company"), and ___________, an employee of the Company or an Affiliate (the "Grantee").

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