8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2005

The Warnaco Group, Inc.
(Exact name of Registrant as specified in its charter)

Delaware				001-10857				95-4032739
(State or other jurisdiction of incorporation)				(Commission File Number)				(IRS Employer Identification No.)
501 Seventh Avenue, New York, New York								10018
(Address of principal executive offices)								(Zip Code)

Registrant's telephone number, including area code: (212) 287-8000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

On May 23, 2005, at the annual meeting of stockholders of The Warnaco Group, Inc. (the "Company"), the Company's stockholders approved The Warnaco Group, Inc. 2005 Stock Incentive Plan (the "2005 Stock Incentive Plan") for directors, executive officers and other key employees and consultants of the Company and its affiliates. The 2005 Stock Incentive Plan had been adopted by the Board of Directors of the Company on March 2, 2005 subject to approval of the Company's stockholders at the Company's annual meeting.

The 2005 Stock Incentive Plan permits the granting of incentive stock options, non-qualified stock options, restricted stock, stock awards and other stock-based awards, some of which may require the satisfaction of performance-based criteria in order to become vested or payable to participants. The Board of Directors adopted the 2005 Stock Incentive Plan to promote the interests of the Company and its stockholders by (i) attracting and retaining qualified directors, executive personnel and other key employees and consultants of the Company and its affiliates; (ii) motivating such directors, employees and consultants by means of performance-related incentives to achieve longer-range performance goals; and (iii) enabling such directors, employees and consultants to participate in the long-term growth and financial success of the Company. Subject to adjustment for dividends, distributions, recapitalizations, stock splits, reverse stock splits, reorganizations, mergers, consolidations, split-ups, spin-offs, combinations, repurchases or exchanges of shares or other securities of the Company, issuances of warrants or other rights to purchase shares of common stock or other securities of the Company and other similar events, the aggregate number of shares that may be issued under the 2005 Stock Incentive Plan is 3,000,000 shares of common stock; provided, however, that only 750,000 shares of common stock may be made subject to restricted stock awards and other stock-based awards. The Compensation Committee of the Company's Board of Directors is responsible for administering the 2005 Stock Incentive Plan; provided, however, that with respect to "non-employee directors" (within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934) of the Company who may become participants in the 2005 Stock Incentive Plan, certain duties shall be delegated to the Nominating and Corporate Governance Committee of the Company's Board of Directors.

A more detailed description of the terms of the 2005 Stock Incentive Plan is contained in the Company's Proxy Statement on Schedule 14A for its 2005 annual meeting filed with the Securities and Exchange Commission on April 12, 2005. A copy of the 2005 Stock Incentive Plan is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. Forms of the agreements to be used for grants of restricted stock and non-qualified stock options under the 2005 Stock Incentive Plan are attached as Exhibits 10.2 and 10.3, respectively, to this Form 8-K and are incorporated herein by reference. In addition, attached as Exhibit 10.4 to this Form 8-K and incorporated herein by reference is a form of restricted stock unit award agreement under the 2005 Stock Incentive Plan to be used for grants to Joseph R. Gromek, the Company's President and Chief Executive Officer, pursuant to Mr. Gromek's employment agreement. The descriptions of the 2005 Stock Incentive Plan are qualified in their entirety by reference to the 2005 Stock Incentive Plan.

Item 9.01.    Financial Statements and Exhibits.

Exhibit No.				Description
10.1				The Warnaco Group, Inc. 2005 Stock Incentive Plan (incorporated herein by reference to Annex A of the Company's 2005 Proxy Statement on Schedule 14A filed on April 12, 2005)
10.2				Form of Restricted Stock Award Agreement
10.3				Form of Non-Qualified Stock Option Agreement
10.4				Form of Restricted Stock Unit Award Agreement for Joseph R. Gromek

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE WARNACO GROUP, INC.

Date: May 25, 2005By:    /s/   Jay A. Galluzzo

Name:    Jay A. Galluzzo
Title:      Senior Vice President,
               General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.				Document
10.1				The Warnaco Group, Inc. 2005 Stock Incentive Plan (incorporated herein by reference to Annex A of the Company's 2005 Proxy Statement on Schedule 14A filed on April 12, 2005)
10.2				Form of Restricted Stock Award Agreement
10.3				Form of Non-Qualified Stock Option Agreement
10.4				Form of Restricted Stock Unit Award Agreement for Joseph R. Gromek

EX-10.2

THE WARNACO GROUP, INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT

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").

WHEREAS, the Company has adopted The Warnaco Group, Inc. 2005 Stock Incentive Plan (the "Plan"), pursuant to which the Company may grant Shares which are restricted as to transfer (Shares so restricted hereinafter referred to as "Restricted Stock");

WHEREAS, the Company desires to grant to the Grantee the number of shares of Restricted Stock provided for herein;

NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows:

Section 1.    Grant of Restricted Stock Award

(a)    Grant of Restricted Stock.   The Company hereby grants to the Grantee ______ shares of Restricted Stock on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

(b)    Incorporation of Plan.   The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising under the Plan or this Agreement.

Section 2.    Terms and Conditions of Award

The grant of Restricted Stock provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

(a)    Ownership of Shares.   Subject to the restrictions set forth in the Plan and this Agreement, the Grantee shall possess all incidents of ownership of the Restricted Stock granted hereunder, including the right to receive dividends with respect to such Stock and the right to vote such Stock.

(b)    Restrictions.   Restricted Stock and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, prior to the lapse of restrictions set forth in this Agreement applicable thereto, as set forth in Section 2(d); provided, however, that this Award may be transferred to a Permitted Transferee if such transfer is without consideration; and provided, further, that, following such a transfer, the Award shall continue to be subject to the terms and conditions set forth in this Agreement and in the Plan. The Committee may, in its discretion, cancel all or any portion of any outstanding restrictions prior to the expiration of the periods provided in Section 2(d).

(c)    Certificate; Restrictive Legend.   The Grantee agrees that any certificate issued for Restricted Stock prior to the lapse of any outstanding restrictions relating thereto shall be inscribed with the following legend:

This certificate and the shares of stock represented hereby are subject to the terms and conditions, including forfeiture provisions and restrictions against transfer (the "Restrictions"), contained in The Warnaco Group, Inc. 2005 Stock Incentive Plan (the "Plan") and an agreement entered into between the registered owner and the Company (the "Agreement"). Any attempt to dispose of these shares in contravention of the Restrictions,

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including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect.

(d)    Lapse of Restrictions.   Except as may otherwise be provided herein, the restrictions on transfer set forth in Section 2(b) shall lapse with respect to thirty three and one-third percent (33-1/3%) of the shares of Restricted Stock granted hereunder on _________ (the "First Vesting Date") and with respect to an additional thirty three and one-third percent (33-1/3%) of such shares on each of the first and second anniversaries of the First Vesting Date, so long as the Grantee is employed by or providing services to the Company or an Affiliate as of the relevant date.

Upon each lapse of restrictions relating to Restricted Stock, the Company shall issue to the Grantee or the Grantee's personal representative a stock certificate representing a number of shares of Stock, free of the restrictive legend described in Section 2(c), equal to the number of shares of Restricted Stock with respect to which such restrictions have lapsed. If certificates representing such Restricted Stock shall have theretofore been delivered to the Grantee, such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer prior to the issuance by the Company of such unlegended shares of Stock.

(e)    Termination of Employment.   In the event that the Grantee ceases to be employed by the Company and its Affiliates prior to the lapsing of restrictions with respect to any portion of the Restricted Stock granted hereunder, such portion of the Restricted Stock held by the Grantee shall become free of such restrictions or be forfeited as follows:

(i) If the Grantee's employment is terminated due to his/her death or disability, as determined by the Committee, all restrictions applicable to 50% of the Restricted Stock then subject to this Award shall lapse as of the effective date such termination of employment;

(ii) If the Grantee's employment is terminated by the Company or an Affiliate for Cause, or if the Grantee voluntarily terminates his/her employment, all such Restricted Stock then held by the Grantee (or his/her legatees, personal representative or Permitted Transferees) shall be forfeited as of the date of such termination; and

(iii) If the Grantee's termination of employment is for any other reason (including a Grantee's ceasing to be employed by an Affiliate as a result of the sale of such subsidiary or an interest in such Affiliate), all Restricted Stock then held by the Grantee (or his/her legatees, personal representative or Permitted Transferees) as of the date of such termination of employment shall be forfeited as of the date of such termination unless otherwise determined by the Committee in its sole discretion.

Restricted Stock forfeited pursuant to this Section 2(e) shall be transferred to, and reacquired by, the Company without payment of any consideration by the Company, and neither the Grantee nor any of the Grantee's successors, heirs, assigns, personal representatives or Permitted Transferees shall thereafter have any further rights or interests in such shares or certificates. If certificates containing restrictive legends shall have theretofore been delivered to the Grantee (or his/her legatees, personal representative or Permitted Transferee), such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer.

(f)    Additional Forfeiture upon Termination for Cause.   In addition to the forfeiture of Restricted Stock as provided in Section 2(e), if the Grantee's termination of employment or service is by the Company or an Affiliate for Cause (as defined below), the Grantee shall forfeit, and shall return to the Company without consideration, any Shares owned by the Grantee that were previously subject to this Award and with respect to which the restrictions applicable to such Shares lapsed during the six-month period immediately prior to such termination. To the extent the Shares subject to this Section 2(f) have been previously sold or otherwise disposed of by the Grantee, the Grantee shall repay to the Company the aggregate fair market value of such Shares on the date of such sale or disposition; provided, however, that to the extent such Shares have been previously sold or otherwise disposed of to a Permitted Transferee, the Grantee, without being relieved of the repayment obligation to be satisfied by such Permitted Transferees, may cause such repayment obligation to be satisfied by such Permitted Transferees.

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[For purposes of this Agreement, "Cause" means (i) inadequate performance of the Grantee's duties and responsibilities with respect to the Company or any subsidiary; (ii) insubordination; (iii) conduct involving dishonesty with respect to the Company or any subsidiary; (iv) incompetence in the performance of the Grantee's duties and responsibilities with respect to the Company or any subsidiary; or (v) such other conduct that the Committee shall determine constitutes Cause. (definition may vary)]

(g)    Change in Control.   The following provisions shall apply in the event of a Change in Control (as defined below):

(i) If, within one year following a Change in Control, the Optionee's employment with the Company and its Affiliates terminates in a "qualifying termination" (as defined below), all restrictions applicable to such Restricted Stock then held by the Grantee (or his/her legatees, personal representative or Permitted Transferees, as applicable) shall immediately lapse as of the date of such termination.

(ii) If there shall occur a Change in Control pursuant to which this Restricted Stock Award is not to be assumed, then all restrictions applicable to such Restricted Stock then held by the Grantee (or his/her legatees, personal representative or Permitted Transferees, as applicable) shall immediately lapse as of immediately prior to such Change in Control.

(iii) For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events: (A) any "person" (as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act or group of persons acting jointly or in concert, but excluding a person who owns more than 5% of the outstanding shares of the Company as of May 23, 2005, becomes a "beneficial owner" (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the capital stock of any class or classes having general voting power, in the absence of specified contingencies, to elect the directors of the Company (such stock, the "Voting Stock"); (B) all or substantially all of the assets of the Company are disposed of pursuant to a merger, consolidation or other transaction (unless the stockholders of the Company immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company); or (C) approval by the stockholders of the Company of a complete liquidation or dissolution of all or substantially all of the assets of the Company.

(iv) For purposes of this Agreement, a "qualifying termination" shall mean a termination of the Grantee's employment or service by the Company or an Affiliate other than for Cause or by the Grantee for Good Reason. For purposes of this Agreement, "Good Reason" means any of the following acts or omissions that take place on or after the occurrence of a Change in Control: (A) a change of the Grantee's place of employment by more than 50 miles; or (B) a reduction in the Grantee's base salary or target bonus.

(h)    Income Taxes.   The Grantee shall pay to the Company promptly upon request, and in any event at the time the Grantee recognizes taxable income in respect of the Restricted Stock (or, if the Grantee makes an election under Section 83(b) of the Code, in connection with such grant), an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock. Such payment shall be made in the form of cash, Shares already owned by the Grantee which were acquired more than six months prior to the date of surrender under this Section 2(g), Shares otherwise issuable upon the lapse of restrictions, or in a combination of such methods. The Grantee shall promptly notify the Company of any election made pursuant to Section 83(b) of the Code.

Section 3.    Miscellaneous

(a)    Notices.   Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the

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Company to the General Counsel of the Company at the principal office of the Company and, in the case of the Grantee, to Grantee's address appearing on the books of the Company or to the Grantee's residence or to such other address as may be designated in writing by the Grantee.

(b)    No Right to Continued Employment.   Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the employ of the Company or any subsidiary or shall interfere with or restrict in any way the right of the Company and its subsidiaries, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without Cause.

(c)    Bound by Plan.   By signing this Agreement, the Grantee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan including, but not limited to, Section 11(l) thereof (relating to compliance with applicable law and regulations).

(d)    Successors.   The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.

(e)    Invalid Provision.   The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

(f)    Modifications.   No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(g)    Entire Agreement.   This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.

(h)    Governing Law.   This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Delaware.

(i)    Headings.   The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(j)    Counterparts.   This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the ____ day of ____________, 20__.

THE WARNACO GROUP, INC.

By: ____________________________________

Its: ____________________________________

[GRANTEE]

Signature: ________________________________

Printed Name: ____________________________

Address: ________________________________

________________________________________

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EX-10.3

THE WARNACO GROUP, INC.
2005 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT

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").

WHEREAS, the Company has adopted The Warnaco Group, Inc. 2005 Stock Incentive Plan (the "Plan"), pursuant to which options may be granted to purchase Shares;

WHEREAS, the Company desires to grant to the Optionee a Non-Qualified Stock Option to purchase the number of Shares provided for herein;

NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows:

Section 1.    Grant of Option

(a)    Grant of Option.   The Company hereby grants to the Optionee an Option to purchase ______ Shares on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Option is not intended to be treated, and shall not be construed, as an Incentive Stock Option.

(b)    Incorporation of Plan.   The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Optionee and his/her legal representative in respect of any questions arising under the Plan or this Agreement.

Section 2.    Terms and Conditions of Option

(a)    Exercise Price.   The price at which the Optionee shall be entitled to purchase Shares upon the exercise of all or any portion of the Option shall be $[______] per Share.

(b)    Expiration Date.   The Option shall expire at the close of business on the tenth anniversary of the date of this Agreement.

(c)    Exercisability of Option.   Subject to the other terms of this Agreement regarding the exercisability of the Option, the Option shall become exercisable as of the dates set forth below for the cumulative percentages of Shares set forth below, provided the Optionee is employed by the Company or an Affiliate as of each such date:

Date				Percentage of Shares
[______________]					[_____	]
[______________]					[_____	]
[______________]					[_____	]

The Committee may, but shall not be required to, provide at any time for the acceleration of the schedule set forth above.

(d)    Method of Exercise.   The Option may be exercised only by written notice in the form attached hereto as Exhibit A delivered in person or by mail in accordance with Section 3(a) hereof and accompanied by payment therefor. The purchase price of the Shares shall be paid to the Company (i) in cash or its equivalent, (ii) by tendering to the Company Shares already owned by the Optionee, which, in the case of Shares purchased by the Optionee pursuant to the exercise of an

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option granted by the Company, have been held by the Optionee for no less than six months following the date of such purchase, in any case having a total Fair Market Value less than or equal to the aggregate purchase price, (iii) to the extent permitted by law, by a "cashless exercise" procedure approved by the Committee, or (v) by a combination of the foregoing methods. If requested by the Committee, the Optionee shall deliver this Agreement evidencing the Option to the Secretary of the Company who shall endorse thereon a notation of such exercise and return such Agreement to the Optionee. A minimum of 100 Shares must be purchased upon the exercise of the Option unless a lesser number of Shares so purchased constitutes the total number of Shares then purchasable under the Option.

(e)    Exercise Following Termination of Employment.   Subject to Section 2(g), in the event that the Optionee ceases to be employed by the Company or an Affiliate, that portion of the Option that is not then exercisable shall immediately terminate and that portion of the Option that is exercisable at the time of the Optionee's termination of employment shall terminate as follows:

(i)    If the Optionee's termination of employment is due to his/her death or disability, as determined by the Committee, the Option (to the extent exercisable at the time of the Optionee's termination of employment) shall be exercisable for a period of one year following such termination of employment, and shall thereafter terminate;

(ii)    If the Optionee's termination of employment is by the Company or an Affiliate for Cause (as defined below), the Option shall terminate on the date of the Optionee's termination of employment;

(iii)    If the Optionee voluntarily terminates his/her employment (other than by retirement), the Option (to the extent exercisable at the time of the Optionee's termination) shall be exercisable for a period of one month following such termination of employment, and shall thereafter terminate; and

(iv)    If the Optionee's termination of employment is for any other reason, the Option (to the extent exercisable at the time of the Optionee's termination of employment) shall be exercisable for a period of three months following such termination of employment, and shall thereafter terminate.

[For purposes of this Agreement, "Cause" means (i) inadequate performance of the Grantee's duties and responsibilities with respect to the Company or any subsidiary; (ii) insubordination; (iii) conduct involving dishonesty with respect to the Company or any subsidiary; (iv) incompetence in the performance of the Grantee's duties and responsibilities with respect to the Company or any subsidiary; or (v) such other conduct that the Committee shall determine constitutes Cause. (definition may vary)]

Notwithstanding the foregoing, (x) the Committee may, but shall not be required to, provide at any time that the Option may be exercised after the periods provided for in this Section 2(e), but in no event beyond the term of the Option set forth in Section 2(b), and (y) no provision in this Section 2(e) shall extend the exercise period of an Option beyond its original term set forth in Section 2(b).

(f)    Additional Forfeiture upon Termination for Cause.   In addition to the cancellation of the Option as provided in Section 2(e), if the Optionee's termination of employment or service is by the Company or an Affiliate for Cause, the Optionee shall sell back to the Company any Shares purchased by the Optionee during the six-month period immediately prior to the effective date of such termination pursuant to the exercise of the Option. If the Optionee is required to sell back any Shares pursuant to this Section 2(f), the purchase price to be paid by the Company for such Shares shall be at the aggregate exercise price paid by the Optionee for such Shares. To the extent the Shares subject to this Section 2(f) have been previously sold or otherwise disposed of by the Optionee, the Optionee shall repay to the Company the difference between the aggregate fair market value of such Shares on the date of such sale or disposition and the exercise price; provided, however, that to the extent such Shares have been previously sold or otherwise disposed of to a Permitted Transferee, the Optionee, without being relieved of the repayment obligation to be satisfied by such Permitted Transferees, may cause such repayment obligation to be satisfied by such Permitted Transferees.

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(g)    Nontransferability.   The Option shall not be transferable by the Optionee other than (i) by will or the laws of descent and distribution or (ii) pursuant to the terms of a qualified domestic relations order ("QDRO"), as determined by the Committee, and may be exercised during the lifetime of the Optionee only by the Optionee or his/her guardian or legal representative or by a transferee under such a QDRO.

(h)    Change in Control.   The following provisions shall apply in the event of a Change in Control (as defined below):

(i)    If, within one year following a Change in Control, the Optionee's employment with the Company and its Affiliates terminates in a "qualifying termination" (as defined below), the Option shall become immediately exercisable in full as of the date of such termination and shall remain exercisable until the first to occur of six months following such termination and the expiration of the term.

(ii)    If there shall occur a Change in Control as defined under clause (A), (C) or (D) of the definition of "Change in Control" pursuant to which the Option is not to be assumed, the Option shall become fully exercisable as of immediately prior to such Change in Control.

(iii)    For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events: (A) any "person" (as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act or group of persons acting jointly or in concert, but excluding a person who owns more than 5% of the outstanding shares of the Company as of May 23, 2005, becomes a "beneficial owner" (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the capital stock of any class or classes having general voting power, in the absence of specified contingencies, to elect the directors of the Company (such stock, the "Voting Stock"); (B) all or substantially all of the assets of the Company are disposed of pursuant to a merger, consolidation or other transaction (unless the stockholders of the Company immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company); or (C) approval by the stockholders of the Company of a complete liquidation or dissolution of all or substantially all of the assets of the Company.

(iv)    For purposes of this Agreement, a "qualifying termination" shall mean a termination of the Optionee's employment or service by the Company other than for Cause or by the Optionee for Good Reason. For purposes of this Agreement, "Good Reason" means any of the following acts or omissions that take place on or after the occurrence of a Change in Control: (A) a change of the Optionee's place of employment by more than 50 miles; or (B) a reduction in the Optionee's salary or bonus opportunity.

(i)    Rights as a Stockholder.   The Optionee shall not be deemed for any purpose to be the owner of any Shares subject to the Option unless, until and to the extent that (i) the Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered to the Optionee the Shares for which the Option shall have been exercised, and (iii) the Optionee's name shall have been entered as a stockholder of record with respect to such Shares on the books of the Company.

(j)    Income Taxes.   The Company may, in its discretion, require that the Optionee pay to the Company at or after (as determined by the Committee) the time of exercise of any portion of the Option any such additional amount as the Company deems necessary to satisfy its liability to withhold federal, state or local income tax or any other taxes incurred by reason of the exercise or the transfer of Shares thereupon.

Section 3.    Miscellaneous

(a)    Notices.   Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to the General Counsel of the Company at the principal office of the Company and, in the

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case of the Optionee, to Optionee's address appearing on the books of the Company or to Optionee's residence or to such other address as may be designated in writing by the Optionee.

(b)    No Right to Continued Employment.   Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ of the Company or any Affiliate or shall interfere with or restrict in any way the right of the Company and its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Optionee at any time for any reason whatsoever, with or without Cause.

(c)    Bound by Plan.   By signing this Agreement, the Optionee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan including, but not limited to, section 11(l) thereof (relating to compliance with applicable law and regulations).

(d)    Successors.   The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Optionee and the beneficiaries, executors, administrators, heirs and successors of the Optionee.

(e)    Validity/Invalidity.   The invalidity or unenforceability of any particular provision hereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

(f)    Modifications.   No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(g)    Entire Agreement.   This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.

(h)    Governing Law.   This Agreement and the rights of the Optionee hereunder shall be construed and determined in accordance with the laws of the State of Delaware.

(i)    Headings.   The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(j)    Counterparts.   This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto on the ____ day of _________, 20__.

THE WARNACO GROUP, INC.

By: ____________________________________

Its: ____________________________________

[OPTIONEE]

Signature: ________________________________

Printed Name: ____________________________

Address: ________________________________

________________________________________

4

EX-10.4

THE WARNACO GROUP, INC.
2005 STOCK INCENTIVE PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Grantee:            Joseph R. Gromek

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.

Number of Restricted Stock Units:	[        ], payable only in Shares.

Grant Date:	[        ]

Vesting Schedule:	For grants of Restricted Stock Units made prior to April 14, 2008: 50% of the Restricted Stock Units granted hereby shall become vested on April 14, 2008; the remaining 50% of such Restricted Stock Units shall become vested on the date on which the Grantee reaches age 65, subject to Grantee's continuous employment/service with the Company.

	For grants of Restricted Stock Units made on or after April 14, 2008: This Restricted Stock Unit Grant shall vest in its entirety on the date on which the Grantee reaches age 65, subject to the Grantee's continuous employment/service with the Company.

Payment of Units:

No Shares shall be issuable with respect to vested Restricted Stock Units until immediately following the Grantee's "separation from service," as defined under Section 409A(a)(2)(A)(i) of the Code, with the Company; provided, however, that, except in the case of the Grantee's death, if at the time of such separation from service the Grantee is a "specified employee," as defined in Section 409A(a)(2)(B)(i) of the Code, such distribution shall not be made until at least six months after the date of such separation from service; provided, further, that if the Grantee's employment is terminated due to Disability and such Disability satisfies the requirements of Section 409A(a)(2)(C) of the Code, then such distribution may be made upon termination without regard as to whether the Grantee was a "specified employee" at such time.

Termination of

Employment:	See Section 9 of the Employment Agreement.

Additional Terms:	See the Plan and the Employment Agreement. In addition:

The Restricted Stock Units are payable only to the Grantee during the Grantee's lifetime. The Restricted Stock Units may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company and any Affiliate; provided that the designation by the Grantee of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

By signing this Agreement, the Grantee acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan including, but not limited to, Section 11(l) thereof (relating to compliance with applicable law and regulations).

Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the employ of the Company or any subsidiary or shall interfere with or restrict in any way the right of the Company and its subsidiaries, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without Cause.

The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.

This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Delaware.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the          day of                     , 2      .

THE WARNACO GROUP, INC.

By:                                                     
Its:                                                     

JOSEPH R. GROMEK

Signature:                                         

Printed Name:                                 

Address: