<PAGE>

                                                                    EXHIBIT 99.2


                       PACIFIC SUNWEAR OF CALIFORNIA, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

   (Composite Plan Document Reflecting Stock Splits Through September 5, 2003)

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----

<S>      <C>                                                                      <C>
1.       PURPOSE................................................................3

2.       DEFINITIONS............................................................3

3.       ELIGIBILITY............................................................5

4.       STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS..........................5

5.       OFFERING PERIODS.......................................................6

6.       PARTICIPATION..........................................................6

7.       METHOD OF PAYMENT OF CONTRIBUTIONS.....................................6

8.       GRANT OF OPTION........................................................7

9.       EXERCISE OF OPTION.....................................................7

10.      DELIVERY...............................................................8

11.      TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS...................8

12.      ADMINISTRATION.........................................................8

13.      DESIGNATION OF BENEFICIARY.............................................9

14.      TRANSFERABILITY........................................................9

15.      USE OF FUNDS; INTEREST................................................10

16.      REPORTS...............................................................10

17.      ADJUSTMENTS OF AND CHANGES IN THE STOCK...............................10

18.      POSSIBLE EARLY TERMINATION OF PLAN AND OPTIONS........................10

19.      TERM OF PLAN; AMENDMENT OR TERMINATION................................11

20.      NOTICES...............................................................11

21.      CONDITIONS UPON ISSUANCE OF SHARES....................................11

22.      PLAN CONSTRUCTION.....................................................11

23.      EMPLOYEES' RIGHTS.....................................................12

24.      MISCELLANEOUS.........................................................12
</TABLE>



                                       2
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                       PACIFIC SUNWEAR OF CALIFORNIA, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

   (Composite Plan Document Reflecting Stock Splits Through September 5, 2003)


         The following constitute the provisions of the Pacific Sunwear of
California, Inc. Employee Stock Purchase Plan (this "Plan").

1.       PURPOSE

         The purpose of this Plan is to provide Eligible Employees with an
         incentive to advance the best interests of the Corporation (and those
         Subsidiaries which may be designated by the Committee as "Participating
         Corporations") by providing a method whereby they may voluntarily
         purchase Common Stock at a favorable price and upon favorable terms.

2.       DEFINITIONS

         Capitalized terms used herein which are not otherwise defined shall
         have the following meanings.

                  "Account" shall mean the bookkeeping account maintained by the
                  Corporation, or by a recordkeeper on behalf of the
                  Corporation, for a Participant pursuant to Section 7(a).

                  "Board" shall mean the Board of Directors of the Corporation.

                  "Change in Control" shall mean any of the following:

                           a.       Approval by the shareholders of the
                                    Corporation of the dissolution or
                                    liquidation of the Corporation;

                           b.       Approval by the shareholders of the
                                    Corporation of an agreement to merge or
                                    consolidate, or otherwise reorganize, with
                                    or into one or more entities other than
                                    Subsidiaries, as a result of which less than
                                    50% of the outstanding voting securities of
                                    the surviving or resulting entity are, or
                                    are to be, owned by former shareholders of
                                    the Corporation;

                           c.       Approval by the shareholders of the
                                    Corporation of the sale of substantially all
                                    of the Corporation's business assets to a
                                    person or entity that is not a Subsidiary.

                  "Code" shall mean the Internal Revenue Code of 1986, as
                  amended.

                  "Committee" shall mean the committee appointed by the Board to
                  administer this Plan pursuant to Section 12.

                  "Common Stock" shall mean the common stock of the Corporation.


                                       3
<PAGE>

                  "Company" shall mean the Corporation and its Subsidiaries.

                  "Compensation" shall mean an Eligible Employee's regular
                  earnings, overtime pay, sick pay, shift differential, shift
                  premium, vacation pay, incentive compensation, commissions and
                  bonuses. Compensation also includes any amounts contributed as
                  salary reduction contributions to a plan qualifying under
                  Section 401(k), 125 or 129 of the Code. Any other form of
                  remuneration is excluded from Compensation, including (but not
                  limited to) the following: prizes, awards, housing allowances,
                  stock option exercises, stock appreciation rights, restricted
                  stock exercises, performance awards, auto allowances, tuition
                  reimbursement and other forms of imputed income.
                  Notwithstanding the foregoing, Compensation shall not include
                  any amounts deferred under or paid from the Corporation's
                  Executive Deferred Compensation Plan.

                  "Contributions" shall mean all bookkeeping amounts credited to
                  the Account of a Participant pursuant to Section 7(a).

                  "Corporation" shall mean Pacific Sunwear of California, Inc.,
                  a California corporation.

                  "Eligible Employee" shall mean any employee of the
                  Corporation, or of any Subsidiary which has been designated in
                  writing by the Committee as a "Participating Corporation"
                  (including any Subsidiaries which have become such after the
                  date that this Plan is approved by shareholders).
                  Notwithstanding the foregoing, "Eligible Employee" shall not
                  include any employee who (i) has not as of the Grant Date
                  completed at least three months of continuous full-time
                  employment with the Company, (ii) whose customary employment
                  is for 20 hours per week or less; or (iii) whose customary
                  employment is for not more than five months in a calendar
                  year. In addition, no Officer shall be an Eligible Employee.

                  "Effective Date" shall mean January 1, 1998.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended.

                  "Exercise Date" shall mean, with respect to an Offering
                  Period, the last day of that Offering Period.

                  "Fair Market Value" shall mean the closing price of a Share on
                  The New York Stock Exchange on such date (or, in the event
                  that the Common Stock is not traded on such date, on the
                  immediately preceding trading date), as reported in The Wall
                  Street Journal or, in the event the Common Stock is not listed
                  on The New York Stock Exchange, the "Fair Market Value" shall
                  be the closing price of the Common Stock for such date (or, in
                  the event that the Common Stock is not traded on such date, on
                  the immediately preceding trading date), as reported by the
                  National Association of Securities Dealers Automated Quotation
                  ("NASDAQ") or, if such price is not reported, the mean of the
                  bid and asked prices per Share as reported by NASDAQ or, if
                  such prices are not so listed or reported, as determined by
                  the Committee (or its delegate), in its discretion.


                                       4
<PAGE>

                  "Grant Date" shall mean the first day of each Offering Period.

                  "Offering Period" shall mean the six-consecutive month periods
                  commencing on each January 1 and July 1.

                  "Officer" shall mean (i) any individual who is a named officer
                  of the Corporation pursuant to the Corporation's By-Laws, and
                  (ii) any other individual who the Committee determines, in its
                  sole discretion, to be (A) a highly compensated employee
                  (within the meaning of Section 414(q) of the Code) and (B) an
                  officer of the Company for purposes of this Plan.

                  "Option" shall mean the stock option to acquire Shares granted
                  to a Participant pursuant to Section 8.

                  "Option Price" shall mean the per share exercise price of an
                  Option as determined in accordance with Section 8(b).

                  "Participant" shall mean an Eligible Employee who has elected
                  to participate in this Plan and who has filed a valid and
                  effective Subscription Agreement to make Contributions
                  pursuant to Section 6.

                  "Plan" shall mean this Pacific Sunwear of California, Inc.
                  Employee Stock Purchase Plan, as amended from time to time.

                  "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section
                  16.

                  "Section 16" shall mean Section 16 of the Exchange Act.

                  "Share" shall mean a share of Common Stock.

                  "Subscription Agreement" shall mean the written agreement
                  filed by an Eligible Employee with the Corporation pursuant to
                  Section 6 to participate in this Plan.

                  "Subsidiary" shall mean any corporation in an unbroken chain
                  of corporations (beginning with the Corporation) in which each
                  corporation (other than the last corporation) owns stock
                  possessing 50% or more of the total combined voting power of
                  all classes of stock in one or more of the other corporations
                  in the chain.

3.       ELIGIBILITY

         Any person employed as an Eligible Employee as of a Grant Date shall be
         eligible to participate in this Plan during the Offering Period in
         which such Grant Date occurs, subject to the Eligible Employee
         satisfying the requirements of Section 6.

4.       STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS

         The total number of Shares to be made available under this Plan is
         607,500 authorized and unissued or treasury shares of Common Stock, or
         Shares repurchased on the open market, subject to adjustments pursuant
         to Section 17. In the event that all of the Shares


                                       5
<PAGE>

         made available under this Plan are subscribed prior to the expiration
         of this Plan, this Plan may be terminated in accordance with Section
         19.

5.       OFFERING PERIODS

         During the term of this Plan, the Corporation will offer Options to
         purchase Shares to all Participants during each Offering Period. Each
         Option shall become effective on the Grant Date. The term of each
         Option shall be six months and shall end on the Exercise Date. The
         first Offering Period shall commence on or after the Effective Date.
         Offering Periods shall continue until this Plan is terminated in
         accordance with Section 18 or 19, or, if earlier, until no Shares
         remain available for Options pursuant to Section 4.

6.       PARTICIPATION

         An Eligible Employee may become a participant in this Plan by
         completing a Subscription Agreement on a form approved by and in a
         manner prescribed by the Committee (or its delegate). To become
         effective, a Subscription Agreement must be filed with the Corporation
         prior to the start of the Offering Period with respect to which it is
         to become effective and must set forth the percentage of the Eligible
         Employee's Compensation (which shall be a whole percentage point not
         less than 1% and not more than 10%) to be credited to the Participant's
         Account as Contributions each pay period. Subscription Agreements shall
         contain the Eligible Employee's authorization and consent to the
         Corporation's withholding from his or her Compensation the amount of
         his or her Contributions. Subscription Agreements shall remain valid
         for all Offering Periods until (i) an Eligible Employee's participation
         terminates pursuant to the terms hereof, or (ii) until a new
         Subscription Agreement becomes effective.

7.       METHOD OF PAYMENT OF CONTRIBUTIONS

         (a) The Corporation shall maintain on its books, or cause to be
         maintained by a recordkeeper, an Account in the name of each
         Participant. The percentage of Compensation elected to be applied as
         Contributions by a Participant shall be deducted from such
         Participant's Compensation on each payday during the period for payroll
         deductions set forth below and such payroll deductions shall be
         credited to that Participant's Account as soon as administratively
         practicable after such date. A Participant may not make any additional
         payments to his or her Account. A Participant's Account shall be
         reduced by any amounts used to pay the Option Price of Shares acquired,
         or by any other amounts distributed pursuant to the terms hereof.

         (b) Payroll deductions with respect to an Offering Period shall
         commence as of the first day of the payroll period which coincides with
         or immediately follows the applicable Grant Date and shall end on the
         last day of the payroll period which coincides with or immediately
         precedes the applicable Exercise Date, unless sooner terminated by the
         Participant as provided in this Section or until his or her
         participation terminates pursuant to Section 11.

         (c) A Participant may terminate his or her Contributions during an
         Offering Period by completing and filing with the Corporation, in such
         form and on such terms as the Committee (or its delegate) may
         prescribe, a written withdrawal form which shall be


                                       6
<PAGE>

         signed by the Participant. Such termination shall be effective as soon
         as administratively practicable after its receipt by the Corporation.

         (d) A Participant may discontinue or otherwise change the level of his
         or her Contributions (within Plan limits) effective as of the next
         Grant Date by completing and filing with the Corporation, on such terms
         as the Committee (or its delegate) may prescribe, a new Subscription
         Agreement.

8.       GRANT OF OPTION

         (a) On each Grant Date, each Eligible Employee who is a participant
         during that Offering Period shall be granted an Option to purchase a
         number of Shares. The Option shall be exercised on the Exercise Date.
         The number of Shares subject to the Option shall be determined by
         dividing the Participant's Account balance as of the applicable
         Exercise Date by the Option Price.

         (b) The Option Price per Share of the Shares subject to an Option shall
         be the lesser of: (i) 90% of the Fair Market Value of a Share on the
         applicable Grant Date; or (ii) 90% of the Fair Market Value of a Share
         on the applicable Exercise Date.

         (c) Notwithstanding anything else contained herein, a person who is
         otherwise an Eligible Employee shall not be granted any Option or other
         right to purchase Shares under this Plan to the extent (i) it would, if
         exercised, cause the person to own "stock" (as such term is defined for
         purposes of Section 423(b)(3) of the Code) possessing 5% or more of the
         total combined voting power or value of all classes of stock of the
         Corporation, or any Subsidiary, or (ii) such Option causes such
         individual to have rights to purchase stock under this Plan and any
         other plan of the Company qualified under Section 423 of the Code which
         accrue at a rate which exceeds $25,000 of the fair market value of the
         stock of the Corporation or of a Subsidiary (determined at the time the
         right to purchase such Stock is granted) for each calendar year in
         which such right is outstanding. For this purpose a right to purchase
         Shares accrues when it first become exercisable during the calendar
         year. In determining whether the stock ownership of an Eligible
         Employee equals or exceeds the 5% limit set forth above, the rules of
         Section 424(d) of the Code (relating to attribution of stock ownership)
         shall apply.

9.       EXERCISE OF OPTION

         Unless a Participant's Plan participation is terminated as provided in
         Section 11, his or her Option for the purchase of Shares shall be
         exercised automatically on the Exercise Date for that Offering Period,
         without any further action on the Participant's part, and the maximum
         number of whole Shares subject to such Option shall be purchased at the
         Option Price with the balance of such Participant's Account. If any
         amount (which is not sufficient to purchase a whole Share) remains in a
         Participant's Account after the exercise of his or her Option on the
         Exercise Date: (i) such amount shall be credited to such Participant's
         Account for the next Offering Period, if he or she is then a
         Participant; or (ii) if such Participant is not a Participant in the
         next Offering Period, or if the Committee so elects, such amount shall
         be refunded to such Participant as soon as administratively practicable
         after such date.


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<PAGE>

10.      DELIVERY

         As soon as administratively practicable after the Exercise Date, the
         Corporation shall deliver to each Participant a certificate
         representing the Shares purchased upon exercise of his or her Option.
         The Corporation may make available an alternative arrangement for
         delivery of Shares to a recordkeeping service. The Committee (or its
         delegate), in its discretion, may either require or permit the
         Participant to elect that such certificates be delivered to such
         recordkeeping service. In the event the Corporation is required to
         obtain from any commission or agency authority to issue any such
         certificate, the Corporation will seek to obtain such authority.
         Inability of the Corporation to obtain from any such commission or
         agency authority which counsel for the Corporation deems necessary for
         the lawful issuance of any such certificate shall relieve the
         Corporation from liability to any Participant except to return to the
         Participant the amount of the balance in his or her Account.

11.      TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS

         (a) Upon a Participant's termination from employment with the Company
         for any reason or in the event that a Participant is no longer an
         Eligible Employee or if the Participant elects to terminate
         Contributions pursuant to Section 7(c), at any time prior to the last
         day of an Offering Period in which he or she participates, such
         Participant's Account shall be paid to him or her or in cash, or, in
         the event of such Participant's death, paid to the person or persons
         entitled thereto under Section 13, and such Participant's Option and
         participation in the Plan shall be automatically terminated.

         (b) A Participant's termination from Plan participation precludes the
         Participant from again participating in this Plan during that Offering
         Period. However, such termination shall not have any effect upon his or
         her ability to participate in any succeeding Offering Period, provided
         that the applicable eligibility and participation requirements are
         again then met. A Participant's termination from Plan participation
         shall be deemed to be a revocation of that Participant's Subscription
         Agreement and such Participant must file a new Subscription Agreement
         to resume Plan participation in any succeeding Offering Period.

12.      ADMINISTRATION

         (a) The Board shall appoint the Committee, which shall be composed of
         not less than two members of the Board. Each member of the Committee,
         in respect of any transaction at a time when an affected Participant
         may be subject to Section 16 of the Exchange Act, shall be a
         "non-employee director" within the meaning of Rule 16b-3 promulgated
         under Section 16. The Board may, at any time, increase or decrease the
         number of members of the Committee, may remove from membership on the
         Committee all or any portion of its members, and may appoint such
         person or persons as it desires to fill any vacancy existing on the
         Committee, whether caused by removal, resignation, or otherwise. The
         Board may also, at any time, assume or change the administration of
         this Plan.

         (b) The Committee shall supervise and administer this Plan and shall
         have full power and discretion to adopt, amend and rescind any rules
         deemed desirable and appropriate for the administration of this Plan
         and not inconsistent with the terms of this Plan, and to


                                       8
<PAGE>

         make all other determinations necessary or advisable for the
         administration of this Plan. The Committee shall act by majority vote
         or by unanimous written consent. No member of the Committee shall be
         entitled to act on or decide any matter relating solely to himself or
         herself or any of his or her rights or benefits under this Plan. The
         Committee shall have full power and discretionary authority to construe
         and interpret the terms and conditions of this Plan, which construction
         or interpretation shall be final and binding on all parties including
         the Corporation, Participants and beneficiaries. The Committee may
         delegate ministerial non-discretionary functions to third parties,
         including officers of the Corporation.

         (c) Any action taken by, or inaction of, the Corporation, the Board or
         the Committee relating to this Plan shall be within the absolute
         discretion of that entity or body. No member of the Board or Committee,
         or officer of the Corporation shall be liable for any such action or
         inaction.

13.      DESIGNATION OF BENEFICIARY

         (a) A Participant may file, in a manner prescribed by the Committee (or
         its delegate), a written designation of a beneficiary who is to receive
         any Shares or cash from such Participant's Account under this Plan in
         the event of such Participant's death. If a Participant's death occurs
         subsequent to the end of an Offering Period but prior to the delivery
         to him or her of any Shares deliverable under the terms of this Plan,
         such Shares and any remaining balance of such Participant's Account
         shall be paid to such beneficiary (or such other person as set forth in
         Section 13(b)) as soon as administratively practicable after the
         Corporation receives notice of such Participant's death and any
         outstanding unexercised Option shall terminate. If a Participant's
         death occurs at any other time, the balance of such Participant's
         Account shall be paid to such beneficiary (or such other person as set
         forth in Section 13(b)) in cash as soon as administratively practicable
         after the Corporation receives notice of such Participant's death and
         such Participant's Option shall terminate. If a Participant is married
         and the designated beneficiary is not his or her spouse, spousal
         consent shall be required for such designation to be effective.

         (b) Beneficiary designations may be changed by the Participant (and his
         or her spouse, if required) at any time on forms provided and in the
         manner prescribed by the Committee (or its delegate). If a Participant
         dies with no validly designated beneficiary under this Plan who is
         living at the time of such Participant's death, the Corporation shall
         deliver all Shares and/or cash payable pursuant to the terms hereof to
         the executor or administrator of the estate of the Participant, or if
         no such executor or administrator has been appointed, the Corporation,
         in its discretion, may deliver such Shares and/or cash to the spouse or
         to any one or more dependents or relatives of the Participant, or if no
         spouse, dependent or relative is known to the Corporation, then to such
         other person as the Corporation may designate.

14.      TRANSFERABILITY

         Neither Contributions credited to a Participant's Account nor any
         Options or rights with respect to the exercise of Options or right to
         receive Shares under this Plan may be anticipated, alienated,
         encumbered, assigned, transferred, pledged or otherwise disposed


                                       9
<PAGE>

         of in any way (other than by will, the laws of descent and
         distribution, or as provided in Section 13) by the Participant. Any
         such attempt at anticipation, alienation, encumbrance, assignment,
         transfer, pledge or other disposition shall be without effect and all
         amounts shall be paid and all shares shall be delivered in accordance
         with the provisions of this Plan. Amounts payable or Shares deliverable
         pursuant to this Plan shall be paid or delivered only to the
         Participant or, in the event of the Participant's death, to the
         Participant's beneficiary pursuant to Section 13.

15.      USE OF FUNDS; INTEREST

         All Contributions received or held by the Corporation under this Plan
         will be included in the general assets of the Corporation and may be
         used for any corporate purpose. No interest will be paid to any
         Participant or credited to his or her Account under this Plan.

16.      REPORTS

         Statements shall be provided to Participants as soon as
         administratively practicable following each Exercise Date. Each
         Participant's statement shall set forth, as of such Exercise Date, that
         Participant's Account balance immediately prior to the exercise of his
         or her Option, the Fair Market Value of a Share, the Option Price, the
         number of whole Shares purchased and his or her remaining Account
         balance, if any.

17.      ADJUSTMENTS OF AND CHANGES IN THE STOCK

         In the event that the Shares shall be changed into or exchanged for a
         different number or kind of shares of stock or other securities of the
         Corporation or of another corporation (whether by reason of merger,
         consolidation, recapitalization, stock split, combination of shares, or
         otherwise), or if the number of Shares shall be increased through a
         stock split or the payment of a stock dividend, then there shall be
         substituted for or added to each Share theretofore reserved for sale
         under this Plan, the number and kind of shares of stock or other
         securities into which each outstanding Share shall be so changed, or
         for which each such Share shall be exchanged, or to which each such
         Share is entitled, as the case may be, or the number or kind of
         securities which may be sold under this Plan and the purchase price per
         Share shall be appropriately adjusted consistent with such change in
         such manner as the Committee (or its delegate) may deem equitable to
         prevent substantial dilution or enlargement of rights granted to, or
         available for, Eligible Employees under this Plan.

18.      POSSIBLE EARLY TERMINATION OF PLAN AND OPTIONS

         Upon a dissolution of the Corporation, an event described in Section 17
         that the Corporation does not survive, or the occurrence of a Change in
         Control, the Plan and, if prior to the last day of an Offering Period,
         any outstanding Option granted with respect to that Offering Period
         shall terminate, subject to any provision that has been expressly made
         by the Committee through a plan or reorganization approved by the Board
         or otherwise for the survival, substitution, assumption, exchange or
         other settlement of the Plan and Options. In the event a Participant's
         Option is terminated pursuant to this Section 18, such Participant's
         Account shall be paid to him or her in cash without interest.


                                       10
<PAGE>

19.      TERM OF PLAN; AMENDMENT OR TERMINATION

         (a) This Plan shall become effective as of the Effective Date. No new
         Offering Periods shall commence on or after the tenth anniversary of
         the Effective Date and this Plan shall terminate on such date unless
         sooner terminated pursuant to Section 18 or this Section 19.

         (b) The Board may amend, modify or terminate this Plan at any time
         without notice. Shareholder approval for any amendment or modification
         shall not be required, except to the extent required by Section 423 of
         the Code or other applicable law, or deemed necessary or advisable by
         the Board. No amendment, modification, or termination pursuant to this
         Section 18(b) shall, without written consent of the Participant, affect
         in any manner materially adverse to the Participant any rights or
         benefits of such Participant or obligations of the Corporation under
         any Option granted under this Plan prior to the effective date of such
         change. Changes contemplated by Section 17 shall not be deemed to
         constitute changes or amendments requiring Participant consent.
         Notwithstanding the foregoing, the Committee shall have the right to
         designate from time to time the Subsidiaries whose employees may be
         eligible to participate in this Plan and such designation shall not
         constitute any amendment to this Plan requiring shareholder approval.

20.      NOTICES

         All notices or other communications by a Participant to the Corporation
         contemplated by this Plan shall be deemed to have been duly given when
         received in the form and manner specified by the Committee (or its
         delegate) at the location, or by the person, designated by the
         Committee (or its delegate) for that purpose.

21.      CONDITIONS UPON ISSUANCE OF SHARES

         Shares shall not be issued with respect to an Option unless the
         exercise of such Option and the issuance and delivery of such Shares
         complies with all applicable provisions of law, domestic or foreign,
         including, without limitation, the Securities Act of 1933, as amended,
         the Exchange Act, any applicable state securities laws, the rules and
         regulations promulgated thereunder, and the requirements of any stock
         exchange upon which the Shares may then be listed.

         As a condition precedent to the exercise of any Option, if, in the
         opinion of counsel for the Corporation such a representation is
         required under applicable law, the Corporation may require any person
         exercising such Option to represent and warrant that the Shares subject
         thereto are being acquired only for investment and without any present
         intention to sell or distribute such Shares.

22.      PLAN CONSTRUCTION

         (a) It is the intent of the Corporation that transactions in and
         affecting Options in the case of Participants who are or may be subject
         to the prohibitions of Section 16 satisfy


                                       11
<PAGE>

         any then applicable requirements of Rule 16b-3 so that such persons
         (unless they otherwise agree) will be entitled to the exemptive relief
         of Rule 16b-3 in respect of those transactions and will not be subject
         to avoidable liability thereunder. Accordingly, this Plan shall be
         deemed to contain and the Shares issued upon exercise thereof shall be
         subject to, such additional conditions and restrictions as may be
         required by Rule 16b-3 to qualify for the maximum exemption from
         Section 16 with respect to Plan transactions.

         (b) This Plan and Options are intended to qualify under Section 423 of
         the Code.

         (c) If any provision of this Plan or of any Option would otherwise
         frustrate or conflict with the intents expressed above, that provision
         to the extent possible shall be interpreted so as to avoid such
         conflict. If the conflict remains irreconcilable, the Committee may
         disregard the provision if it concludes that to do so furthers the
         interest of the Corporation and is consistent with the purposes of this
         Plan as to such persons in the circumstances.

23.      EMPLOYEES' RIGHTS

         Nothing in this Plan (or in any agreement related to this Plan) shall
         confer upon any Eligible Employee or Participant any right to continue
         in the service or employ of the Company or constitute any contract or
         agreement of service or employment, or interfere in any way with the
         right of the Company to reduce such person's compensation or other
         benefits or to terminate the services or employment or such Eligible
         Employee or Participant, with or without cause, but nothing contained
         in this Plan or any document related hereto shall affect any other
         contractual right of any Eligible Employee or Participant. No
         Participant shall have any rights as a shareholder until a certificate
         for Shares has been issued in the Participant's name following exercise
         of his or her Option. No adjustment will be made for dividends or other
         rights as a shareholder for which a record date is prior to the
         issuance of such Share certificate. Nothing in this Plan shall be
         deemed to create any fiduciary relationship between the Corporation and
         any Participant.

24.      MISCELLANEOUS

         (a) This Plan and related documents shall be governed by, and construed
         in accordance with, the laws of the State of California. If any
         provision shall be held by a court of competent jurisdiction to be
         invalid and unenforceable, the remaining provisions of this Plan shall
         continue to be fully effective.

         (b) Captions and headings are given to the sections of this Plan solely
         as a convenience to facilitate reference. Such captions and headings
         shall not be deemed in any way material or relevant to the construction
         of interpretation of this Plan or any provision hereof.

         (c) The adoption of this Plan shall not affect any other compensation
         or incentive plans in effect for the Company. Nothing in this Plan
         shall be construed to limit the right of the Company (i) to establish
         any other forms of incentives or compensation for employees of the
         Company, or (ii) to grant or assume options (outside the scope of and
         in addition to those contemplated by this Plan) in connection with any
         proper corporate purpose.


                                       12
<PAGE>

25.      EFFECTIVE DATE

         This Plan shall be effective on the Effective Date, subject, however,
         to the approval of this Plan by the shareholders of the Company within
         twelve months after the date on which the Board approved this Plan.
         Notwithstanding anything else contained herein to the contrary, no
         Shares shall be issued or delivered under this Plan until such
         shareholder approval is obtained and, if such shareholder approval is
         not obtained within such 12-month period of time, all Contributions
         credited to a Participant's Account hereunder shall be refunded to such
         Participant (without interest) as soon as practicable after the end of
         such 12-month period.


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