##### 



Exhibit 10.1
 PACIFIC SUNWEAR OF CALIFORNIA, INC.
EXECUTIVE SEVERANCE PLAN
 ARTICLE 1
ESTABLISHMENT, TERM, AND PURPOSE
 1.1. Establishment of the Plan Company Plan
 1.2. Purpose of the Plan
 1.3. Term of the Plan Effective Date Term
 ARTICLE 2
DEFINITIONS
  (a)
    
    ADEA means the United States Age Discrimination in Employment Act of
1967, as amended.(b)
    
    Annual Bonus means, as to a particular Participant, the Participants
target bonus opportunity for the Companys fiscal year in which the Participants
Separation from Service occurs (or, if there is then no such target bonus opportunity,
the average annual bonus paid by the Company to the Participant for the last three full
fiscal years of the Company prior to the Participants Separation from Service).
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(c)
    
    Base Salary means, as to a particular Participant, the Participants
annualized rate of base salary from the Company (or, if the Participant is employed by
a Subsidiary, from the Subsidiary) at the relevant time.(d)
    
    Board means the Board of Directors of the Company.(e)
    
    Cause means, as to a particular Participant, a termination of the
Participants employment by the Company or a Subsidiary based on a determination by the
Committee, acting in good faith and based on the information then known to it, that one
or more of the following has occurred:
 (i)
    
    the Participants conviction of or entrance of a plea of guilty
or nolo contendere to a felony;(ii)
    
    fraudulent conduct by the Participant in connection with the
business affairs of the Company or a Subsidiary;(iii)
    
    theft, embezzlement, or other criminal misappropriation of
funds by the Participant from the Company or a Subsidiary;(iv)
    
    the Participants bad faith refusal to perform his or her
duties to the Company or a Subsidiary, or follow the lawful orders of the Board
(or board of directors of a Subsidiary by which the Participant is employed, as
applicable) or the officer or other employee (if any) to whom the Participant
reports;(v)
    
    the Participants willful misconduct, which has, or would if
generally known, materially adversely affect the good will, business, or
reputation of the Company or a Subsidiary; or(vi)
    
    the Participants material breach of any agreement between the
Participant and the Company or any of its Subsidiaries.
 (f)
    
    CEO means the Chief Executive Officer of the Company.(g)
    
    Change in Control Event has the meaning ascribed to such term under
the Companys 2005 Performance Incentive Plan as in effect on the Effective Date. In
no event shall a transaction or other event that occurred prior to the Effective Date
constitute a Change in Control Event. Only the first Change in Control Event that
occurs during the Term shall be considered a Change in Control Event for purposes of
the Plan; any transaction or occurrence after the first Change in Control Event that
would otherwise constitute such a Change in Control Event shall not constitute a Change
in Control Event for purposes of the Plan. Notwithstanding any other provision herein,
a transaction shall not constitute a Change in Control Event for purposes of the Plan
unless it is a change in the ownership or effective control of the Company, or a
change in the ownership of a substantial portion of the assets of the Company within
the meaning of Section 409A of the Code.
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(h)
    
    Change in Control Severance Multiplier means, as to a particular
Participant, the Change in Control Severance Multiplier set forth in the
Participants Participation Agreement for the purpose of calculating the Participants
benefits under Section 4.2(a).(i)
    
    COBRA Multiplier means, as to a particular Participant, the COBRA
Multiplier set forth in the Participants Participation Agreement for the purpose of
calculating the Participants benefits under Section 4.1(c) and 4.2(b).(j)
    
    Code means the United States Internal Revenue Code of 1986, as
amended.(k)
    
    Committee means the Compensation Committee of the Board.(l)
    
    Disability means, as to a particular Participant, the Participants
inability, because of physical or mental illness or injury, to perform the essential
functions of her customary duties to the Company or a Subsidiary, even with a
reasonable accommodation, and the continuation of such disabled condition for a period
of one hundred eighty (180) continuous days, or for not less than two hundred ten (210)
days during any continuous twenty-four (24) month period.(m)
    
    Eligible Person means an employee of the Company or a Subsidiary.(n)
    
    ERISA means the United States Employee Retirement Income Security Act
of 1974, as amended.(o)
    
    Good Reason means, with respect to a particular Participant, the
occurrence of any one or more of the following conditions without the Participants
express written consent:
 (i)
    
    a material diminution in the Participants authority, duties or
responsibilities;(ii)
    
    a material diminution in the Participants rate of base
compensation;(iii)
    
    a change in the location of the Participants principal
workplace for the Company (or the Subsidiary that employs the Participant, as
applicable) to a location that is more than fifty (50) miles from the
Participants principal workplace as of the date immediately preceding the
occurrence of a Change in Control Event and that results in an increased
commute for the Participant from his or her principal residence (except for
reasonable periods of required travel on Company business); or(iv)
    
    a material breach by the Company (or, if the Participant is
employed by a Subsidiary, the Subsidiary) of any agreement with the
Participant;
 provided, however, that any such condition shall not constitute Good Reason unless
both (x) the Participant provides written notice to the Company of the
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condition claimed to constitute Good Reason within ninety (90) days of the initial
existence of such condition, and (y) the Company fails to remedy (or fails to cause
the Subsidiary that employs the Participant to remedy, as the case may be) such
condition within thirty (30) days of receiving such written notice thereof; and
provided, further, that in all events the termination of the Participants
employment with the Company (or the Subsidiary that employs the Participant, as
applicable) shall not be treated as a termination for Good Reason unless such
termination occurs not more than one (1) year following the initial existence of the
condition claimed to constitute Good Reason.
 (p)
    
    Participant means any Eligible Person who is selected to participate
in the Plan as determined in accordance with Article 3.(q)
    
    Participation Agreement means the participation agreement described
in Section 3.2.(r)
    
    Separation from Service means, as to a particular Participant, a
termination of services provided by the Participant to his or her Employer, whether
voluntarily or involuntarily, as determined by the Committee in accordance with Section
409A of the Code and Treasury Regulation Section 1.409A-1(h). In determining whether a
Participant has experienced a Separation from Service, the following provisions shall
apply:
 (i)
    
    For a Participant who provides services to an Employer as an
employee, except as otherwise provided in clause (iii) below, a Separation from
Service shall occur when the Participant has experienced a termination of
employment with the Employer. A Participant shall be considered to have
experienced a termination of employment for this purpose when the facts and
circumstances indicate that the Participant and his or her Employer reasonably
anticipate that either (A) no further services will be performed by the
Participant for the Employer after the applicable date, or (B) that the level
of bona fide services the Participant will perform for the Employer after such
date (whether as an employee or as an independent contractor) will permanently
decrease to no more than 20% of the average level of bona fide services
performed by the Participant (whether as an employee or an independent
contractor) over the immediately preceding 36-month period (or the full period
of services to the Employer if the Participant has been providing services to
the Employer less than 36 months). However, if the Participant is on military
leave, sick leave, or other bona fide leave of absence, the employment
relationship between the Participant and the Employer shall be treated as
continuing intact, provided that the period of such leave does not exceed 6
months, or if longer, so long as the Participant retains a right to
reemployment with the Employer under an applicable statute or by contract. If
the period of a military leave, sick leave, or other bona fide leave of absence
exceeds 6 months and the Participant does not retain a right to reemployment
under an applicable statute or
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by contract, the employment relationship shall be considered to be
terminated for purposes of the Plan as of the first day immediately
following the end of such 6-month period. In applying the provisions of
this paragraph, a leave of absence shall be considered a bona fide leave of
absence only if there is a reasonable expectation that the Participant will
return to perform services for the Employer.(ii)
    
    For a Participant who provides services to an Employer as an
independent contractor, except as otherwise provided in clause (iii) below, a
Separation from Service shall occur upon the expiration of the contract (or in
the case of more than one contract, all contracts) under which services are
performed for such Employer, provided that the expiration of such contract(s)
is determined by the Committee to constitute a good-faith and complete
termination of the contractual relationship between the Participant and such
Employer.(iii)
    
    For a Participant who provides services to an Employer as both
an employee and an independent contractor,a Separation from Service generally
shall not occur until the Participant has ceased providing services for the
Employer as both an employee and as an independent contractor, as determined in
accordance with the provisions set forth in clauses (i) and (ii) above.
Similarly, if a Participant either (A) ceases providing services for an
Employer as an independent contractor and begins providing services for such
Employer as an employee, or (ii) ceases providing services for an Employer as
an employee and begins providing services for such Employer as an independent
contractor, the Participant will not be considered to have experienced a
Separation from Service until the Participant has ceased providing services for
such Employer in both capacities, as determined in accordance with clauses (i)
and (ii) above.
 Notwithstanding the foregoing provisions in this definition, if a Participant
provides services for an Employer as both an employee and as a member of its board
of directors, to the extent permitted by Treasury Regulation Section 1.409A-1(h)(5)
the services provided by the Participant as a director shall not be taken into
account in determining whether the Participant has experienced a Separation from
Service as an employee, and the services provided by such Participant as an employee
shall not be taken into account in determining whether the Participant has
experienced a Separation from Service as a director, for purposes of the Plan.For purposes of this definition, the term Employer means the Company or Subsidiary
that the Participant last performed services for or was employed by, as applicable,
on the date of his or her Separation from Service, and all other entities that are
required to be aggregated together and treated as the employer under Treasury
Regulation Section 1.409A-1(h)(3).
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(s)
    
    Severance Multiplier means, as to a particular Participant, the
Severance Multiplier set forth in the Participants Participation Agreement for the
purpose of calculating the Participants benefits under Section 4.1(a) and 4.1(b).(t)
    
    Severance Period means, as to a particular Participant, a period of
months determined by multiplying twelve (12) by the Participants Severance Multiplier,
with the first month of such period to be the month following the month in which the
Participants Separation from Service occurs.(u)
    
    Specified Employee means a Participant who, as of the date of the
Participants Separation from Service, is a specified employee within the meaning of
Treasury Regulation Section 1.409A-1(i).(v)
    
    Subsidiary means any corporation or other entity a majority of whose
outstanding voting stock or voting power is beneficially owned, directly or indirectly,
by the Company.(w)
    
    Years of Service means, as to a particular Participant, the number of
whole years that the Participant was employed by the Company or any of its
Subsidiaries. Years of Service shall be determined by dividing the total number of
calendar days on which the Participant was employed by the Company or one or more of
its Subsidiaries by three hundred sixty-five (365). Any fractional year shall be
disregarded.
 ARTICLE 3
PARTICIPATION
 3.1. Participation
 3.2. Participation Agreement. Exhibit A
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3.3. Termination of Employment.
 3.4. Benefit Offset
 ARTICLE 4
SEVERANCE BENEFITS
 4.1. Severance Benefits
 (a)
    
    A cash payment equal to (i) the Participants Severance Multiplier, multiplied
by (ii) the Participants last rate of Base Salary in effect on or immediately prior to
the Participants Separation from Service.(b)
    
    A cash payment equal to (i) the Participants Severance Multiplier, multiplied
by (ii) the quotient obtained by dividing the Participants Base Salary (as last in
effect on or immediately prior to the Participants Separation from Service) by twelve
(12), multiplied by (iii) the Participants Years of Service as of the Participants
Separation from Service (up to a maximum of twelve (12) Years of Service);
provided, however, that in no event shall the amount determined
pursuant to this Section 4.1(b) for the Participant exceed an amount equal to (x) the
amount obtained by multiplying two (2), by the Participants Severance Multiplier, by
the Participants Base Salary (as last in effect on or immediately prior to the
Participants Separation from Service), less (y) the amount determined for the
Participant pursuant to Section 4.1(a).(c)
    
    A cash payment equal to the expected aggregate cost, as reasonably determined
by the Committee, of the premiums that would be charged to the Participant to continue
medical coverage pursuant to the Consolidated Omnibus Budget
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Reconciliation Act (COBRA), at the same or reasonably equivalent medical
coverage for the Participant (and, if applicable, the Participants eligible
dependents) as last in effect upon or immediately prior to the Participants
Separation from Service, for a number of months equal to twelve (12) multiplied by
the Participants COBRA Multiplier.(d)
    
    Payment or reimbursement of the Participants costs for outplacement services
obtained by the Participant within the twelve (12) month period following the
Participants Separation from Service up to a maximum of $20,000 (in the case of a
Participant who was the CEO at any time within the twelve (12) month period prior to
his or her Separation from Service) or $10,000 (in the case of any other Participant).
  4.2. Change in Control Severance Benefits
 (a)
    
    A cash payment equal to (i) the Participants Change in Control Severance
Multiplier, multiplied by (ii) the sum of (x) the Participants highest rate of Base
Salary in effect in the one year period preceding the Participants Separation from
Service, and (y) the Participants Annual Bonus.(b)
    
    A cash payment equal to the amount determined under Section 4.1(c), subject to
the conditions and limitations set forth in such section.(c)
    
    Payment or reimbursement of the Participants costs for outplacement services
as provided in Section 4.1(d), subject to the conditions and limitations set forth in
such section.
 not
 4.3. Termination for Other Reasons
 (a)
    
    the Participants employment terminates for any reason prior to the Effective
Date; or
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(b)
    
    after the Effective Date,
 (i)
    
    the Participants employment is terminated by the Company or a
Subsidiary for Cause;(ii)
    
    the Participant voluntarily terminates his or her employment
with the Company or a Subsidiary for any reason (other than a termination for
Good Reason in the circumstances provided in Section 4.2);(iii)
    
    the Participants employment with the Company or a Subsidiary
terminates due to the Participants Disability or death; or(iv)
    
    the Participants employment with the Company or a Subsidiary
terminates for any reason after the Term.
 4.4. Notice of Termination Notice of Termination
 ARTICLE 5
TIMING AND CONDITIONS OF PAYMENTS; TAXES
 5.1. Form and Timing of Severance Payments
 (a)
    
    The payments described in Sections 4.1(a) and 4.1(b) shall be paid by the
Company in cash to the Participant in a series of substantially equal installment
payments (each constituting the same approximate fraction of the aggregate severance
amount and with such installments paid not less frequently than monthly), with the
first such payment being made during the calendar month that follows the calendar month
during which the Participants Separation from Service occurs and the last such payment
being made at the end of the Severance Period. Notwithstanding the foregoing
provisions, if a Change in Control Event occurs upon or at any time after the
Participants Separation from Service, the aggregate amount of the remaining unpaid
installments shall be paid to the Participant in cash in a lump sum not more than
thirty (30) days after such Change in Control Event.(b)
    
    The payments described in Section 4.2(a) and in Section 4.1(c) or Section
4.2(b), as applicable, shall be paid by the Company in cash to the Participant on or
within the seventy four (74) days period following the Participants Separation from
Service.
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(c)
    
    Any payment or reimbursement to which a Participant may become entitled
pursuant to Section 4.1(d) or Section 4.2(c) shall be subject to the Companys expense
reimbursement policies in effect immediately prior to the Participants Separation from
Service (or, if earlier, the date of a Change in Control Event) and applicable to the
Companys executives generally and shall be fully paid or reimbursed, as applicable, by
the Company not later than the end of the Participants third taxable year following
the Participants taxable year in which the Participants Separation from Service
occurs.(d)
    
    Notwithstanding any other provision herein, if a Participant is a Specified
Employee as of the date of such Separation from Service, the Participant shall not be
entitled to any distribution of his or her benefits hereunder until the earlier of (i)
the date which is six (6) months after his or her Separation from Service for any
reason other than death, or (ii) the date of the Participants death. The provisions
of this paragraph shall only apply if, and to the extent, required to avoid the
imputation of any tax, penalty or interest pursuant to Section 409A of the Code.Any amounts otherwise payable to a Participant upon or in the six (6) month period
following the Participants Separation from Service that are not so paid by reason
of the preceding paragraph shall be paid (without interest) as soon as practicable
after the date that is six (6) months after the Participants Separation from
Service (or, if earlier, as soon as practicable after the date of the Participants
death).
 5.2. Duty to Mitigate; Release
 (a)
    
    Notwithstanding anything to the contrary contained in the Plan but subject to
Section 5.2(c), during the period in which a Participant is entitled to receive any
payments described in Sections 4.1(a) and 4.1(b) and prior to the date on which all
such payments have been made to the Participant pursuant to Section 5.1(a), the
Participant shall have the affirmative duty to take reasonable efforts to seek other
employment in which the Participant is reasonably qualified or otherwise to mitigate
the Participants right to any and all such payments. In the event the Company
believes the Participant has breached his or her duty to seek other employment in which
the Participant is reasonably qualified or otherwise to mitigate the Participants
right to any and all such payments, the Company shall notify the Participant in writing
(with such notice to be given in accordance with Section 13.6 hereof) of such belief
not less than fourteen (14) days prior to the Companys termination of any such
payments otherwise due to the Participant hereunder. Any money or other valuable
consideration earned or otherwise received by the Participant or credited to the
Participants account (whether presently or on a deferred basis) from the provision of
services (whether as an employee, independent contractor, consultant, advisor, or
otherwise) during such period shall be offset against and serve to decrease the amount
of any such payments. Each Participant agrees to notify the Company in writing
immediately upon receiving or earning any such money or
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other valuable consideration. For avoidance of doubt, a Participants duty to
mitigate any payments pursuant to this Section 5.2(a) shall terminate upon the
occurrence of a Change in Control Event.(b)
    
    Notwithstanding anything to the contrary contained in the Plan but subject to
Section 5.2(c), the Companys obligation to make any payment of benefits with respect
to a Participant under the Plan (or to continue making any such payment, as the case
may be) is subject to the condition precedent that the Participant shall have complied
with the restrictive covenants set forth in Article 8 hereof.(c)
    
    Notwithstanding anything to the contrary in Sections 5.2(a) and 5.2(b) but
subject to Section 5.2(d), in no event shall the total amount actually paid by the
Company pursuant to Sections 4.1(a) and 4.1(b) to a Participant entitled to receive any
payment pursuant to such sections be less than the lesser of (i) the aggregate amount
the Participant is otherwise entitled to receive pursuant to such sections, or (ii) Ten
Thousand Dollars ($10,000), regardless of any breach by the Participant of the
Participants obligations under Section 5.2(a) or Article 8, which amount each
Participant agrees is good and sufficient consideration for the release described in
Section 5.2(d) and other obligations of the Participant set forth herein.(d)
    
    Notwithstanding anything to the contrary contained in the Plan, the Companys
obligation to make any payment of benefits with respect to a Participant under the Plan
is subject to the condition precedent that (i) the Participant has fully executed a
valid and effective release (in the form attached hereto as Exhibit B or such
other form as the Committee may reasonably require in the circumstances, which other
form shall be substantially similar to that attached hereto as Exhibit B but
with such changes as the Committee may determine to be required or reasonably advisable
in order to make the release enforceable and otherwise compliant with applicable laws),
(ii) such executed release is delivered by the Participant to the Company so that it is
received by the Company in the time period specified below, and (iii) such release is
not revoked by the Participant (pursuant to any revocation rights afforded by
applicable law). In order to satisfy the requirements of this Section 5.2(c), a
Participants release referred to in the preceding sentence must be delivered by the
Participant to the Company so that it is received by the Company no later than thirty
(30) calendar days after the Participants Separation from Service (or such later date
as may be required for an enforceable release of the Participants claims under the
ADEA, to the extent the ADEA is applicable in the circumstances, in which case the
Participant will be provided with either twenty one (21) or forty five (45) days,
depending on the circumstances of the termination, to consider the release). In
addition, the Company may require that the Participants release be executed no earlier
than the date that the Participants employment with the Company terminates.
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5.3. Withholding of Taxes
 ARTICLE 6
SECTION 280G
 6.1. Application only not
 6.2. Possible Cut-Back Total Payments provided however
 6.3. Determination Accounting Firm
 12




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ARTICLE 7
PAYMENT OBLIGATIONS
 7.1. Payment of Obligations
 7.2. Unsecured General Creditor
 13




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7.3. Other Benefit Plans
 ARTICLE 8
RESTRICTIVE COVENANTS
 8.1. Non-Competition .
 (a)
    
    During his or her employment, the Participant will not, directly or indirectly,
(i) engage in any business for the Participants own account that competes with the
business of the Company or its Subsidiaries (including, without limitation, businesses
which the Company or its Subsidiaries have specific plans to conduct in the future and
as to which the Participant is aware of such planning), (ii) enter the employ of, or
render any services to, any person engaged in any business that competes with the
business of the Company or its Subsidiaries, (iii) acquire a financial interest in any
person engaged in any business that competes with the business of the Company or its
Subsidiaries, directly or indirectly, as an individual, partner, shareholder, officer,
director, principal, agent, trustee or consultant, or (iv) interfere with business
relationships between the Company or any of its Subsidiaries and customers, suppliers,
partners, members or investors of the Company or its Subsidiaries. Without limiting
the generality of the foregoing, the Participant agrees that any designer,
manufacturer, wholesaler or retailer which designs, manufactures, markets or sells
specialty apparel, clothing or accessories to the age groups between eleven (11) and
thirty-five (35) and where such designer, manufacturer, wholesaler or retailer operates
within seventy-five (75) miles of any location of the Company or any affiliate, would
be in competition with the business of the Company or its Subsidiaries.(b)
    
    Notwithstanding anything to the contrary in the Plan or any Participation
Agreement, the Participant may, directly or indirectly, own, solely as an investment,
securities of any person engaged in the business of the Company or its Subsidiaries
which are publicly traded on a national or regional stock exchange or on an
over-the-counter market, or an interest in a diversified mutual fund, hedge fund or
pooled investment account, if the Participant (i) is
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not a controlling person of, or a member of a group which controls, such person,
fund or account and (ii) does not, directly or indirectly, own five percent (5%) or
more of any class of securities of such person, fund or account.
 8.2. Anti-Solicitation .
 8.3. Solicitation of Employees .
 8.4. Confidentiality . provided
 8.5. Injunctive Relief .
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ARTICLE 9  CLAIMS PROCEDURES
 9.1. Presentation of Claim Claimant
 9.2. Notification of Decision
 (a)
    
    that the Claimants requested determination has been made, and that the claim
has been allowed in full; or(b)
    
    that the Committee has reached a conclusion contrary, in whole or in part, to
the Claimants requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:
 (i)
    
    the specific reason(s) for the denial of the claim, or any part
of it;(ii)
    
    specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;(iii)
    
    a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;(iv)
    
    an explanation of the claim review procedure and the time
limits applicable to such procedures set forth in Section 9.3; and(v)
    
    a statement of the Claimants right to bring a civil action
under ERISA Section 502(a) following an adverse determination on review.
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9.3. Review of a Denied Claim
 (a)
    
    may, upon request and free of charge, have reasonable access to, and copies of,
all documents, records and other information relevant to the claim for benefits;(b)
    
    may submit written comments or other documents; and/or(c)
    
    may request a hearing, which the Committee, in its sole discretion, may grant.
 9.4. Decision on Review
     ARTICLE 10  RESOLUTION OF DISPUTES
  17




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et. seq.
 de novo
  18




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ARTICLE 11  SUCCESSORS AND ASSIGNMENT
 11.1. Successors to the Company
 11.2. Assignment by the Participant
 ARTICLE 12  ADMINISTRATION OF THE PLAN
 12.1. Administration  General
 12.2. Powers and Duties of the Committee
   19




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12.3. Committee Action.
 12.4. Construction and Interpretation
 ARTICLE 13  MISCELLANEOUS
 13.1. Employment Status
 13.2. Payments on Behalf of Persons Under Incapacity
 20




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13.3. Gender and Number
 13.4. Severability
 13.5. Modification; Waiver
 13.6. Notice
 (a)
    
    if to the Company:
 
  
  21




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13.7. Applicable Law
 13.8. Construction
 13.9. Headings
 IN WITNESS WHEREOF
 PACIFIC SUNWEAR OF CALIFORNIA, INC.,a California corporationBy:Its:
 22




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EXHIBIT A
 FORM OF PARTICIPATION AGREEMENT
  
 
 Plan Participation Agreement Company
 Severance Multiplier:
    
    []Change in Control Severance Multiplier:
    
    []COBRA Multiplier
    
    []




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PACIFIC SUNWEAR OF CALIFORNIA, INC.,a California corporationBy:Name:Title:ACCEPTED AND AGREED:Print Name:
 2




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EXHIBIT B
 FORM OF RELEASE AGREEMENT 1
 Release Agreement     Executive Company
 WHEREAS
 WHEREAS Plan
 NOW, THEREFORE
 Termination of Employment
 Release Releasees Claim
 
 1
    
    The Company reserves the right to modify this form as to any Participant employed
outside of California.




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Release
 1542 Waiver
 2




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[ ADEA Waiver ADEA
    [ ] [ ]
  ] 2
 3




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No Transferred Claims
 Compliance With Participation Agreement
 Severability
 Counterparts
 Successors
 
 2
    
    Except as noted below, Section 4 will be included if
the Executive is age 40 or older as of the date that the Executives employment
by the Company terminates or in such other circumstances (if any) as the
Executive may have claims under the ADEA. In the event Section 4 is included,
whether the Executive has 21 days, 45 days, or some other period in which to
consider the Release Agreement will be determined with reference to the
requirements of the ADEA in order for such waiver to be valid in the
circumstances. The determinations referred to in the preceding two sentences
shall be made by the Company in its sole discretion. In any event (regardless
of the applicability of the ADEA in the circumstances) the Release Agreement
will include the Executives acknowledgements and agreements set forth in
clauses 4.A, 4.B, and 4.C. 4




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Governing Law
 Amendment and Waiver
 Descriptive Headings
 Construction
 Arbitration
 5




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Arbitrator JAMS et. seq.
 de novo
   6




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Nouns and Pronouns
 Legal Counsel
  
 ExecutivePrint Name:
 PACIFIC SUNWEAR OF CALIFORNIA, INC.,
a California corporation,By:Name:Title:
 7




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ENDORSEMENT
 [ ] [ ]
  
 Print Name:
 8