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                                                                      EXHIBIT 10

                          PACIFIC SUNWEAR OF CALIFORNIA, INC.

                      AMENDED AND RESTATED 1992 STOCK AWARD PLAN

                (Composite Plan Document Reflecting May 1998 Amendment
                       to the Plan and June 8, 1998 Stock Split)

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<TABLE>
<CAPTION>


                                   TABLE OF CONTENTS

                                                                                   Page
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<S>    <C>                                                                          <C>
I.      THE PLAN....................................................................  1
        1.1    Purpose..............................................................  1
        1.2    Administration.......................................................  1
        1.3    Participation........................................................  2
        1.4    Stock Subject to the Plan............................................  2
        1.5    Grant of Awards......................................................  3
        1.6    Exercise of Awards...................................................  3
        1.7    No Transferability; Limited Exception to
               Transfer Restrictions................................................  3

II.     OPTIONS.....................................................................  5
        2.1    Grants...............................................................  5
        2.2    Option Price.........................................................  5
        2.3    Option Period........................................................  6
        2.4    Exercise of Options..................................................  6
        2.5    Limitations on Grant of Incentive Stock
               Options..............................................................  6
        2.6    Non-Employee Director Awards.........................................  7

III.    STOCK APPRECIATION RIGHTS...................................................  9
        3.1    Grants...............................................................  9
        3.2    Exercise of Stock Appreciation Rights................................  9
        3.3    Payment.............................................................. 10

IV.     RESTRICTED STOCK AWARDS..................................................... 11
        4.1    Grants............................................................... 11
        4.2    Restrictions......................................................... 11

V.      PERFORMANCE SHARE AWARDS.................................................... 11
        5.1    Grants............................................................... 11
        5.2    Special Performance-Based Share Awards............................... 11

VI.     OTHER PROVISIONS............................................................ 13
        6.1    Rights of Eligible Employees, Participants
               and Beneficiaries.................................................... 13
        6.2    Adjustments Upon Changes in Capitalization........................... 14
        6.3    Termination of Employment............................................ 15
        6.4    Acceleration of Awards............................................... 17
        6.5    Government Regulations............................................... 17
        6.6    Tax Withholding...................................................... 18
        6.7    Amendment, Termination and Suspension................................ 18

</TABLE>

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<TABLE>
<S>    <C>                                                                          <C>
        6.8    Privileges of Stock Ownership;
               Nondistributive Intent............................................... 19
        6.9    Effective Date of the Plan........................................... 20
        6.10   Term of the Plan..................................................... 20
        6.11   Governing Law........................................................ 20
        6.12   Plan Construction.................................................... 20

VII.    DEFINITIONS................................................................. 21
        7.1    Definitions.......................................................... 21

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                          PACIFIC SUNWEAR OF CALIFORNIA, INC.
                      AMENDED AND RESTATED 1992 STOCK AWARD PLAN

                (Composite Plan Document Reflecting May 1998 Amendment
                       to the Plan and June 8, 1998 Stock Split)

I.      THE PLAN.

        1.1    Purpose.

               The purpose of this Plan is to promote the success of the Company
by providing an additional means to attract, motivate and retain key personnel
through the grant of Options and other Awards(1) that provide added long term
incentives for high levels of performance and for significant efforts to improve
the financial performance of the Company.

        1.2    Administration.

               (a) This Plan shall be administered by the Committee. Action of
the Committee with respect to the administration of this Plan shall be taken
pursuant to a majority vote or the unanimous written consent of its members. In
the event action by the Committee is taken by written consent, the action shall
be deemed to have been taken at the time specified in the consent or, if none is
specified, at the time of the last signature. The Committee may delegate
administrative functions to individuals who are officers or employees of the
Company.

               (b) Subject to the express provisions of this Plan, the Committee
shall have the authority to construe and interpret this Plan and any agreements
defining the rights and obligations of the Company and Participants under this
Plan, to further define the terms used in this Plan, to prescribe, amend and
rescind rules and regulations relating to the administration of this Plan, to
determine the duration and purposes of leaves of absence which may be granted to
Participants without constituting a termination
--------
     (1) For definitions of these and other capitalized terms, see Section 7.1,
Definitions.

                                         1

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of their employment or consulting services for purposes of this Plan and to make
all other determinations necessary or advisable for the administration of this
Plan. The determination of the Committee on any of the foregoing matters shall
be conclusive.

               (c) Any action taken by, or inaction of, the Company, any
Subsidiary, 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 Company or any Subsidiary, shall be liable for any such action
or inaction.

               (d) Subject to the requirements of Section 7.1(h), the Board, at
any time it so desires, may 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.

               (e) In making any determination or in taking or not taking any
action under this Plan, the Committee or the Board, as the case may be, may
obtain and may rely upon the advice of experts, including professional advisors
to the Company. No director, officer or agent of the Company shall be liable for
any such action or determination taken or made or omitted in good faith.

               (f) The Committee may delegate ministerial, non-discretionary
functions to individuals who are officers or employees of the Company.

        1.3    Participation.

               Awards may be granted only to Eligible Employees. An Eligible
Employee who has been granted an Award may, if otherwise eligible, be granted
additional Awards if the Committee shall so determine. Except as provided in
Section 2.6 below, members of the Board who are not officers or employees of the
Company shall not be eligible to receive Awards.

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        1.4    Stock Subject to the Plan.

               The stock to be offered under this Plan shall be shares of the
Company's authorized but unissued Common Stock. The aggregate amount of Common
Stock that may be issued or transferred pursuant to Awards granted under this
Plan shall not exceed 3,448,576 shares, subject to adjustment as set forth in
Section 6.2. The maximum number of shares of Common Stock that may be delivered
pursuant to options qualified as Incentive Stock Options granted under this Plan
is 2,250,000 shares, subject to adjustment as set forth in Section 6.2. If any
Option and any related Stock Appreciation Right shall lapse or terminate without
having been exercised in full, or any Common Stock subject to a Restricted Stock
Award shall not vest or any Common Stock subject to a Performance Share Award or
a Performance-Based Award shall not have been transferred, the unpurchased,
unvested or nontransferred shares subject thereto shall again be available for
purposes of this Plan.

        1.5    Grant of Awards.

               Subject to the express provisions of this Plan, the Committee
shall determine from the class of Eligible Employees those individuals to whom
Awards under this Plan shall be granted, the terms of Awards (which need not be
identical) and the number of shares of Common Stock subject to each Award;
provided, however, that the aggregate number of shares of Common Stock subject
to Awards that may be granted to any employee in any twelve month period may not
exceed 923,062 subject to adjustment as described in Section 6.2 of the Plan.
Each Award shall be subject to the terms and conditions set forth in this Plan
and such other terms and conditions established by the Committee as are not
inconsistent with the purpose and provisions of this Plan. The grant of an Award
is made on the Award Date.

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        1.6    Exercise of Awards.

               An Option or Stock Appreciation Right shall be deemed to be
exercised when the Secretary of the Company receives written notice of such
exercise from the Participant, together with payment of the purchase price made
in accordance with Section 2.2(a), except to the extent payment may be permitted
to be made following delivery of written notice of exercise in accordance with
Section 2.2(b). Notwithstanding any other provision of this Plan, the Committee
may impose, by rule and in Award Agreements, such conditions upon the exercise
of Awards (including, without limitation, conditions limiting the time of
exercise to specified periods) as may be required to satisfy applicable
regulatory requirements.

        1.7    No Transferability; Limited Exception to Transfer
Restrictions.

               (a) Limit On Exercise and Transfer. Unless otherwise expressly
provided in (or pursuant to) this Section 1.7, by applicable law and by the
Award Agreement, as the same may be amended, (i) all Awards are non-transferable
and shall not be subject in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge; Awards shall be exercised
only by the Participant; and (ii) amounts payable or shares issuable pursuant to
an Award shall be delivered only to (or for the account of) the Participant.

               (b)  Exceptions.  The Committee may permit Awards to be exercised
by and paid to certain persons or entities related to the Participant, including
but not limited to members of the Participant's immediate family, charitable
institutions, or trusts or other entities whose beneficiaries or beneficial
owners are members of the Participant's immediate family and/or charitable
institutions, pursuant to such conditions and procedures as the Committee may
establish. Any permitted transfer shall be subject to the condition that the
Committee receive evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes on a gratuitous or donative basis and
without consideration (other than nominal 

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consideration). Notwithstanding the foregoing, Incentive Stock Options and
Restricted Stock Awards shall be subject to any and all additional transfer
restrictions under the Code.

               (c) Further Exceptions to Limits On Transfer. The exercise and
transfer restrictions in Section 1.7(a) shall not apply to:

                     (i) transfers to the Company,

                    (ii) the designation of a beneficiary to receive benefits in
        the event of the Participant's death or, if the Participant has died,
        transfers to or exercise by the Participant's beneficiary, or, in the
        absence of a validly designated beneficiary, transfers by will or the
        laws of descent and distribution,

                    (iii) transfers pursuant to a QDRO order if approved or
        ratified by the Committee,

                    (iv)  if the Participant has suffered a disability,
        permitted transfers or exercises on behalf of the Participant by his or
        her legal representative, or

                     (v) the authorization by the Committee of "cashless
        exercise" procedures with third parties who provide financing for the
        purpose of (or who otherwise facilitate) the exercise of Awards
        consistent with applicable laws and the express authorization of the
        Committee.

        Notwithstanding the foregoing, Incentive Stock Options and Restricted
        Stock Awards shall be subject to any and all additional transfer
        restrictions under the Code.


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II.     OPTIONS.

        2.1    Grants.

               One or more Options may be granted to any Eligible Employee. Each
Option so granted shall be designated by the Committee as either a Nonqualified
Stock Option or an Incentive Stock Option.

        2.2    Option Price.

               (a) The purchase price per share of Common Stock covered by each
Option shall be determined by the Committee, but in the case of Incentive Stock
Options shall not be less than 100% (110% in the case of a Participant who owns
more than 10% of the total combined voting power of all classes of stock of the
Company) of the Fair Market Value of the Common Stock on the date the Incentive
Stock Option is granted. The purchase price of any shares purchased shall be
paid in full at the time of each purchase in one or a combination of the
following methods: (i) in cash or by check payable to the order of the Company,
(ii) if authorized by the Committee or specified in the Option being exercised,
by a promissory note made by the Participant in favor of the Company, upon the
terms and conditions determined by the Committee, and secured by the Common
Stock issuable upon exercise in compliance with applicable law (including,
without limitation, state corporate law and federal margin requirements) or
(iii) if authorized by the Committee or specified in the Option being exercised,
by shares of Common Stock of the Company already owned by the Participant;
provided, however, that any shares delivered which were initially acquired upon
exercise of a stock option must have been owned by the Participant at least six
months as of the date of delivery. Shares of Common Stock used to satisfy the
exercise price of an Option shall be valued at their Fair Market Value on the
date of exercise.

               (b) In addition to the payment methods described in subsection
(a), the Option may provide that the Option can be exercised and payment made by
delivering a properly executed exercise notice together with irrevocable
instructions to a bank or broker to promptly deliver to the 

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Company the amount of sale or loan proceeds necessary to pay the exercise price
and, unless otherwise allowed by the Committee, any applicable tax withholding
under Section 6.6. The Company shall not be obligated to deliver certificates
for the shares unless and until it receives full payment of the exercise price
therefor.

        2.3    Option Period.

               Each Option and all rights or obligations thereunder shall expire
on such date as shall be determined by the Committee, but not later than 10
years after the Award Date, and shall be subject to earlier termination as
hereinafter provided.

        2.4    Exercise of Options.

               Except as otherwise provided in Sections 6.3 and 6.4, an Option
may become exercisable, in whole or in part, on the date or dates specified in
the Award Agreement and thereafter shall remain exercisable until the expiration
or earlier termination of the Option. No Option shall be exercisable for at
least six months after the Award Date, except in the case of death or Total
Disability. The Committee may, at any time after grant of the Option and from
time to time, increase the number of shares exercisable at any time so long as
the total number of shares subject to the Option is not increased. No Option
shall be exercisable except in respect of whole shares, and fractional share
interests shall be disregarded. Not less than 10 shares of Common Stock may be
purchased at one time unless the number purchased is the total number at the
time available for purchase under the terms of the Option.

        2.5    Limitations on Grant of Incentive Stock Options.

               (a) To the extent that the aggregate fair market value of stock
with respect to which incentive stock options first become exercisable by a
Participant in any calendar year exceeds $100,000, taking into account both
Common Stock subject to Incentive Stock Options under this Plan and stock
subject to incentive stock options under all other plans of the Company, such
options shall be treated as nonqualified 


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stock options. For purposes of determining whether the $100,000 limit is
exceeded, the fair market value of stock subject to options shall be determined
as of the date the options are awarded. In reducing the number of options
treated as incentive stock options to meet the $100,000 limit, the most recently
granted options shall be reduced first. To the extent a reduction of
simultaneously granted options is necessary to meet the $100,000 limit, the
Company may, in the manner and to the extent permitted by law, designate which
shares of Common Stock are to be treated as shares acquired pursuant to the
exercise of an Incentive Stock Option.

               (b) There shall be imposed in any Award Agreement relating to
Incentive Stock Options such terms and conditions as are required in order that
the Option be an "incentive stock option" as that term is defined in Section 422
of the Code.

               (c) No Incentive Stock Option may be granted to any person who,
at the time the Incentive Stock Option is granted, owns shares of outstanding
Common Stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company, unless the exercise price of such Option is at
least 110% of the Fair Market Value of the stock subject to the Option and such
Option by its terms is not exercisable after the expiration of five years from
the date such Option is granted.

        2.6    Non-Employee Director Awards.

               (a) Participation. Awards under this Section 2.6 shall be made
only to Non-Employee Directors.

               (b) Option Grants. As and when any person who is not then an
officer or employee of the Company shall become a director of the Company, there
shall be granted automatically (without any action by the Board or the
Committee) a Nonqualified Stock Option (the grant or award date of which shall
be the date such person takes office) to such person to purchase 13,500 shares
of Common Stock.

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               (c) Subsequent Annual Options. In each calendar year during the
term of the Plan, commencing with the 1997 annual meeting, there shall be
granted automatically (without any action by the Committee or the Board) a
Nonqualified Stock Option to purchase 13,500 shares of Common Stock to each
Non-Employee Director who is re-elected as a director of the Company or who
continues as a director (the grant or award date of which shall be the date of
the annual meeting of shareholders in each such year).

               (d) Option Price. The purchase price per share of the Common
Stock covered by each Option granted pursuant to this Section 2.6 shall be one
hundred percent of the Fair Market Value of the Common Stock on the Award Date.
The purchase price of any shares purchased shall be paid in full at the time of
each purchase in cash or by check or in shares of Common Stock valued at their
Fair Market Value on the business day next preceding the date of exercise of the
Option, or partly in such shares and partly in cash.

               (e) Option Period. Each Option granted under this Section 2.6 and
all rights or obligations thereunder shall expire on the tenth anniversary of
the Award Date and shall be subject to earlier termination as provided below.

               (f) Exercise of Options.  Except as otherwise provided in
Sections 2.6(g) and 2.6(h), each Option granted under this Section 2.6 shall
become exercisable (i) as to one-quarter of the covered shares on the earlier of
(A) the first anniversary of the Award Date, or (B) the day immediately
preceding the first regularly scheduled Annual Meeting of shareholders first
occurring after the Award Date; and (ii) as to an additional 1/36th of the
covered shares each month thereafter (using the Award Date as the date of
monthly vesting). This provision shall be effective with respect to all
outstanding Options granted pursuant to this Section 2.6 and all future Options
granted pursuant to this Section 2.6 and the vesting of such Options shall be
determined in accordance herewith.

               (g) Termination of Directorship. If a Non-Employee Director
Participant's services as a member of the Board terminate, each Option granted
pursuant to Section 

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2.6(b) or (c) hereof held by such Non-Employee Director Participant which is not
then exercisable shall terminate; provided, however, that if a Non-Employee
Director Participant's services as a member of the Board terminate by reason of
death or Total Disability, the Committee may, in its discretion, consider to be
exercisable a greater portion of any such Option than would otherwise be
exercisable, upon such terms as the Committee shall determine. If a Non-Employee
Director Participant's services as a member of the Board terminate by reason of
death or Total Disability, any portion of any such Option which is then
exercisable may be exercised for one year after the date of such termination or
the balance of such Option's term, whichever period is shorter. If a
Non-Employee Director Participant's services as a member of the Board terminate
for any other reason, any portion of any such Option which is then exercisable
may be exercised for three months after the date of such termination or the
balance of such Option's term, whichever period is shorter.

               (h) Acceleration Upon an Event. Immediately prior to the
occurrence of an Event, in order to protect the holders of Options granted under
this Section 2.6, each Option granted under Section 2.6(b) or (c) hereof shall
become exercisable in full.

               (i) Adjustments. The specific numbers of shares stated in the
foregoing provisions of Section 2.6(b) and (c) hereof and the consideration
payable for such shares shall be subject to adjustment in certain events as
provided in Section 6.2 of this Plan.

               (j) Effective Date of Section 2.6. This Section 2.6 shall be
effective as of the date of Board approval (March 23, 1994), subject to
shareholder approval within twelve months after such date.

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III.    STOCK APPRECIATION RIGHTS.

        3.1    Grants.

               In its discretion, the Committee may grant Stock Appreciation
Rights concurrently with the grant of Options. A Stock Appreciation Right shall
extend to all or a portion of the shares covered by the related Option. A Stock
Appreciation Right shall entitle the Participant who holds the related Option,
upon exercise of the Stock Appreciation Right and surrender of the related
Option, or portion thereof, to the extent the Stock Appreciation Right and
related Option each were previously unexercised, to receive payment of an amount
determined pursuant to Section 3.3. Any Stock Appreciation Right granted in
connection with an Incentive Stock Option shall contain such terms as may be
required to comply with the provisions of Section 422 of the Code and the
regulations promulgated thereunder. In its discretion, the Committee may also
grant Stock Appreciation Rights independently of any Option subject to such
conditions as the Committee may in its absolute discretion provide.

        3.2    Exercise of Stock Appreciation Rights.

               (a) A Stock Appreciation Right granted concurrently with an
Option shall be exercisable only at such time or times, and to the extent, that
the related Option shall be exercisable and only when the Fair Market Value of
the stock subject to the related Option exceeds the exercise price of the
related Option.

               (b) In the event that a Stock Appreciation Right granted
concurrently with an Option is exercised, the number of shares of Common Stock
subject to the related Option shall be charged against the maximum amount of
Common Stock that may be issued or transferred pursuant to Awards under this
Plan. The number of shares subject to the Stock Appreciation Right and the
related Option of the Participant shall also be reduced by such number of
shares.

               (c) If a Stock Appreciation Right granted concurrently with an
Option extends to less than all the

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shares covered by the related Option and if a portion of the related Option is
thereafter exercised, the number of shares subject to the unexercised Stock
Appreciation Right shall be reduced only if and to the extent that the remaining
number of shares covered by such related Option is less than the remaining
number of shares subject to such Stock Appreciation Right.

               (d) A Stock Appreciation Right granted independently of any
Option shall be exercisable pursuant to the terms of the Award Agreement but in
no event earlier than six months after the Award Date, except in the case of
death or Total Disability.

        3.3    Payment.

               (a) Upon exercise of a Stock Appreciation Right and surrender of
an exercisable portion of the related Option, the Participant shall be entitled
to receive payment of an amount determined by multiplying

                      (i) the difference obtained by subtracting the exercise
        price per share of Common Stock under the related Option from the Fair
        Market Value of a share of Common Stock on the date of exercise of the
        Stock Appreciation Right, by

                      (ii) the number of shares with respect to which the Stock
        Appreciation Right shall have been exercised.

               (b) The Committee, in its sole discretion, may settle the amount
determined under paragraph (a) above solely in cash, solely in shares of Common
Stock (valued at Fair Market Value on the date of exercise of the Stock
Appreciation Right), or partly in such shares and partly in cash, provided that
the Committee shall have determined that such exercise and payment are
consistent with applicable law. In any event, cash shall be paid in lieu of
fractional shares. Absent a determination to the contrary, all Stock
Appreciation Rights shall be settled in cash as soon as practicable after
exercise. The exercise price for the Stock Appreciation Right shall be the
exercise price of 

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the related Option. Notwithstanding the foregoing, the Committee may, in the
Award Agreement, determine the maximum amount of cash or stock or a combination
thereof which may be delivered upon exercise of a Stock Appreciation Right.

               (c) Upon exercise of a Stock Appreciation Right granted
independently of any Option, the Participant shall be entitled to receive
payment of an amount based on a percentage, specified in the Award Agreement, of
the difference obtained by subtracting the Fair Market Value per share of Common
Stock on the Award Date from the Fair Market Value per share of Common Stock on
the date of exercise of the Stock Appreciation Right. Such amount shall be paid
as described in paragraph (b) above.


IV.     RESTRICTED STOCK AWARDS.

        4.1    Grants.

               Subject to Section 1.4, the Committee may, in its discretion,
grant one or more Restricted Stock Awards to any Eligible Employee. Each
Restricted Stock Award agreement shall specify the number of shares of Common
Stock to be issued to the Participant, the date of such issuance, the price, if
any, to be paid for such shares by the Participant and the restrictions imposed
on such shares, which restrictions shall not terminate earlier than six months
after the Award Date.

        4.2    Restrictions.

               (a) Shares of Common Stock included in Restricted Stock Awards
may not be sold, assigned, transferred, pledged or otherwise disposed of or
encumbered, either voluntarily or involuntarily, until such shares have vested.

               (b) Participants receiving Restricted Stock shall be entitled to
dividend and voting rights for the shares issued even though they are not
vested, provided that such rights shall terminate immediately as to any
forfeited Restricted Stock.

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<PAGE>   17

               (c) In the event that the Participant shall have paid cash in
connection with the Restricted Stock Award, the Award Agreement shall specify
whether and to what extent such cash shall be returned upon a forfeiture (with
or without an earnings factor).


V.      PERFORMANCE SHARE AWARDS.

        5.1    Grants.

               The Committee may, in its discretion, grant Performance Share
Awards to Eligible Employees based upon such factors as the Committee shall
determine. A Performance Share Award agreement shall specify the number of
shares of Common Stock subject to the Performance Share Award, the price, if
any, to be paid for such shares by the Participant and the conditions upon which
issuance to the Participant shall be based, which issuance shall not be earlier
than six months after the Award Date.

        5.2    Special Performance-Based Share Awards.

               Without limiting the generality of the foregoing,
and in addition to options granted under other provisions of this Plan, other
performance-based awards within the meaning of Section 162(m) of the Code
("Performance-Based Awards"), whether in the form of restricted stock,
performance stock, phantom stock, or other rights, the vesting or payment of
which depends on the degree of achievement of the Performance Goals relative to
preestablished targeted levels for the Company and/or one or more of its
Subsidiaries or divisions, may be granted under this Plan. An award that is
intended to satisfy the requirements of this Section 5.2 shall be designated as
a Performance-Based Award at the time of grant.

               (a) Eligible Class. The eligible class of persons for
Performance-Based Awards under this Section shall be the executive officers of
the Company.

               (b) Performance Goal Alternatives. The specific performance goals
for Performance-Based Awards granted under 

                                       14
<PAGE>   18

this Section shall be, on an absolute or relative basis, one or more of the
Performance Goals, as selected by the Committee in its sole discretion. The
Committee shall establish in the applicable Award Agreement the specific
performance target(s) relative to the Performance Goal(s) which must be attained
before the compensation under the Performance-Based Award becomes payable. The
specific targets shall be determined within the time period permitted under
Section 162(m) of the Code (and any regulations issued thereunder) so that such
targets are considered to be preestablished and so that the attainment of such
targets is substantially uncertain at the time of their establishment. The
applicable performance measurement period may not be less than one nor more than
10 years.

               (c) Maximum Performance-Based Award. Notwithstanding any other
provision of the Plan to the contrary, the maximum number of shares which may be
delivered pursuant to awards that are granted as Performance-Based Awards under
this Section 5.2 to any Participant in any calendar year shall not exceed
615,375 shares, either individually or in the aggregate, subject to adjustment
as provided in Section 6.2. Awards that are cancelled during the year shall be
counted against this limit to the extent required by Section 162(m) of the Code.

               (d) Committee Certification. Before any Performance-Based Award
under this Section 5.2 is paid, the Committee must certify in writing that the
Performance Goal(s) and any other material terms of the Performance- Based Award
were satisfied; provided, however, that a Performance-Based Award may be paid
without regard to the satisfaction of the applicable Performance Goal in the
event of a change in control event in accordance with Section 162(m) of the Code
and Section 6.2.

               (e) Terms and Conditions of Awards. The Committee will have the
discretion to determine the restrictions or other limitations of the individual
awards granted under this Section 5.2 including the authority to reduce awards,
payouts or vesting or to pay no awards, in its sole discretion, if the Committee
preserves such 

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<PAGE>   19

authority at the time of grant by language to this effect in its authorizing
resolutions or otherwise.

               (f) Adjustments for Changes in Capitalization and other Material
Changes. In the event of a change in corporate capitalization, such as a stock
split or stock dividend, or a corporate transaction, such as a merger,
consolidation, spinoff, reorganization or similar event, or any partial or
complete liquidation of the Company, or any similar event consistent with
regulations issued under Section 162(m) of the Code including, without
limitation, any material change in accounting policies or practices affecting
the Company and/or the Performance Goals or targets, then the Committee may make
adjustments to the Performance Goals and targets relating to outstanding
Performance-Based Awards to the extent such adjustments are made to reflect the
occurrence of such an event; provided, however, that adjustments described in
this subsection may be made only to the extent that the occurrence of an event
described herein was unforeseen at the time the targets for a Performance-Based
Award were established by the Committee.


VI.     OTHER PROVISIONS.

        6.1    Rights of Eligible Employees, Participants and Beneficiaries.

               (a) Status as an Eligible Employee shall not be construed as a
commitment that any Award will be made under this Plan to any Eligible Employee
generally.

               (b) Nothing contained in this Plan (or in Award Agreements or in
any other documents related to this Plan or to Awards) 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 of
such Eligible Employee or Participant, with or without cause, but nothing
contained in this Plan or any document 

                                       16
<PAGE>   20

related thereto shall affect any other contractual right of any Eligible
Employee or Participant.

               (c)    No Participant, Beneficiary or other person
shall have any right, title or interest in any fund or in any specific asset
(including shares of Common Stock) of the Company by reason of any Award granted
hereunder. Neither the provisions of this Plan (or of any documents related
hereto), nor the creation or adoption of this Plan, nor any action taken
pursuant to the provisions of this Plan shall create, or be construed to create,
a trust of any kind or a fiduciary relationship between the Company and any
Participant, Beneficiary or other person. To the extent that a Participant,
Beneficiary or other person acquires a right to receive an Award hereunder, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

        6.2    Adjustments Upon Changes in Capitalization.

               (a) If the outstanding shares of Common Stock are changed into or
exchanged for cash or a different number or kind of shares or securities of the
Company or of another issuer, or if additional shares or new or different
securities are distributed with respect to the outstanding shares of the Common
Stock, through a reorganization or merger to which the Company is a party, or
through a combination, consolidation, recapitalization, reclassification, stock
split, stock dividend, reverse stock split, stock consolidation or other capital
change or adjustment, an appropriate adjustment shall be made in the number and
kind of shares or other consideration that is subject to or may be delivered
under this Plan and pursuant to outstanding Awards. A corresponding adjustment
to the consideration payable with respect to Awards granted prior to any such
change and to the price, if any, paid in connection with Restricted Stock Awards
or Performance Share Awards or Performance-Based Awards shall also be made. Any
such adjustment, however, shall be made without change in the total payment, if
any, applicable to the portion of the Award not exercised but with a
corresponding adjustment in the price for each share. Corresponding adjustments
shall be made with respect to Stock Appreciation Rights based upon 


                                       17
<PAGE>   21

the adjustments made to the Options to which they are related or, in the case of
Stock Appreciation Rights granted independently of any Option, based upon the
adjustments made to Common Stock.

               (b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
the Plan shall terminate. Notwithstanding the foregoing, the Committee may
provide in writing in connection with, or in contemplation of, any such
transaction for any or all of the following alternatives (separately or in
combinations): (i) for the assumption by the successor corporation of the Awards
theretofore granted or the substitution by such corporation for such Awards of
awards covering the stock of the successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices; (ii) for the continuance of this Plan by such successor
corporation in which event this Plan and the Awards shall continue in the manner
and under the terms so provided; or (iii) for the payment in cash or shares of
Common Stock in lieu of and in complete satisfaction of such Awards.

               (c) In adjusting Awards to reflect the changes described in this
Section 6.2, or in determining that no such adjustment is necessary, the
Committee may rely upon the advice of independent counsel and accountants of the
Company, and the determination of the Committee shall be conclusive. No
fractional shares of stock shall be issued under this Plan on account of any
such adjustment.

        6.3    Termination of Employment.

               (a) If the Participant's service to or employment by the Company
terminates for any reason other than Retirement, death or Total Disability, the
Participant shall have, subject to earlier termination pursuant to or as
contemplated by Section 2.3, three months or such shorter period as is provided
in the Award Agreements from the date of termination of services or employment
to exercise any Option to the extent it shall have become exercisable on the

                                       18
<PAGE>   22


date of termination of employment, and any Option not exercisable on that date
shall terminate. Notwithstanding the preceding sentence, in the event the
Participant is discharged for cause as determined by the Committee in its sole
discretion, all Options shall lapse immediately upon such termination of
services or employment.

               (b) If the Participant's service to or employment by the Company
terminates as a result of Retirement or Total Disability, the Participant or
Participant's Personal Representative, as the case may be, shall have, subject
to earlier termination pursuant to or as contemplated by Section 2.3, 12 months
(or, in the case of Incentive Stock Options where the Participant terminates as
a result of Retirement, three months) or such shorter period as is provided in
the Award Agreements from the date of termination of services or employment to
exercise any Option to the extent it shall have become exercisable by the date
of termination of services or employment and any Option not exercisable on that
date shall terminate.

               (c) If the Participant's service to or employment by the Company
terminates as a result of death while the Participant is rendering services to
the Company or is employed by the Company or during the 12 month period (or, in
the case of Incentive Stock Options where the Participant has terminated as a
result of Retirement, three month period) referred to in subsection (b) above,
the Participant's Option shall be exercisable by the Participant's Beneficiary,
subject to earlier termination pursuant to or as contemplated by Section 2.3,
during the 12 month period or such shorter period as is provided in the Award
Agreements following the Participant's death, as to all or any part of the
shares of Common Stock covered thereby to the extent exercisable on the date of
death (or earlier termination).

               (d) Each Stock Appreciation Right granted concurrently with an
Option shall have the same termination provisions and exercisability periods as
the Option to which it relates. The termination provisions and exercisability
periods of any Stock Appreciation Right granted independently of an Option shall
be established in 

                                       19
<PAGE>   23

accordance with Section 3.2(d). The exercisability period of a Stock
Appreciation Right shall not exceed that provided in Section 2.3 or in the
related Award Agreement and the Stock Appreciation Right shall expire at the end
of such exercisability period.

               (e) In the event of termination of services to or employment with
the Company for any reason, (i) shares of Common Stock subject to the
Participant's Restricted Stock Award shall be forfeited in accordance with the
provisions of the related Award Agreement to the extent such shares have not
become vested on that date; and (ii) shares of Common Stock subject to the
Participant's Performance Share Award or Performance-Based Award shall be
forfeited in accordance with the provisions of the related Award Agreement to
the extent such shares have not been issued or become issuable on that date.

               (f) In the event of termination of services to or employment with
the Company for any reason, other than discharge for cause, the Committee may,
in its discretion, increase the portion of the Participant's Award available to
the Participant, or Participant's Beneficiary or Personal Representative, as the
case may be, upon such terms as the Committee shall determine.

               (g) If an entity ceases to be a Subsidiary, such action shall be
deemed for purposes of this Section 6.3 to be a termination of services or
employment of each consultant or employee of that entity who does not continue
as a consultant or as an employee of another entity within the Company.

               (h)    Upon forfeiture of a Restricted Stock Award
pursuant to this Section 6.3, the Participant, or his or her Beneficiary or
Personal Representative, as the case may be, shall transfer to the Company the
portion of the Restricted Stock Award not vested at the date of termination of
services or employment, without payment of any consideration by the Company for
such transfer unless the Participant paid a purchase price in which case
repayment, if any, of that price shall be governed by the Award Agreement.
Notwithstanding any such transfer to the Company, or 

                                       20
<PAGE>   24

failure, refusal or neglect to transfer, by the Participant, or his or her
Beneficiary or Personal Representative, as the case may be, such nonvested
portion of any Restricted Stock Award shall be deemed transferred automatically
to the Company on the date of termination of services or employment. The
Participant's original acceptance of the Restricted Stock Award shall constitute
his or her appointment of the Company and each of its authorized representatives
as attorney(s)-in-fact to effect such transfer and to execute such documents as
the Company or such representatives deem necessary or advisable in connection
with such transfer.

        6.4    Acceleration of Awards.

               Unless prior to an Event the Board determines that, upon its
occurrence, there shall be no acceleration of Awards or determines those Awards
which shall be accelerated and the extent to which they shall be accelerated,
upon the occurrence of an Event (i) each Option and each related Stock
Appreciation Right shall become immediately exercisable to the full extent
theretofore not exercisable, (ii) Restricted Stock shall immediately vest free
of restrictions and (iii) the number of shares covered by each Performance Share
Award or Performance-Based Award shall be issued to the Participant; subject,
however, to compliance with applicable regulatory requirements, including
without limitation and Section 422 of the Code. For purposes of this section
only, the Board shall mean the Board as constituted immediately prior to the
Event.

        6.5    Government Regulations.

               This Plan, the granting of Awards under this Plan and the
issuance or transfer of shares of Common Stock (and/or the payment of money)
pursuant thereto are subject to all applicable federal and state laws, rules and
regulations and to such approvals by any regulatory or governmental agency
(including without limitation "no action" positions of the Commission) which
may, in the opinion of counsel for the Company, be necessary or advisable in
connection therewith. Without limiting the generality of the foregoing, no
Awards may be granted under 

                                       21
<PAGE>   25

this Plan, and no shares shall be issued by the Company, nor cash payments made
by the Company, pursuant to or in connection with any such Award, unless and
until, in each such case, all legal requirements applicable to the issuance or
payment have, in the opinion of counsel to the Company, been complied with. In
connection with any stock issuance or transfer, the person acquiring the shares
shall, if requested by the Company, give assurances satisfactory to counsel to
the Company in respect of such matters as the Company may deem desirable to
assure compliance with all applicable legal requirements.

        6.6    Tax Withholding.

               (a) Upon the disposition by a Participant or other person of
shares of Common Stock acquired pursuant to the exercise of an Incentive Stock
Option prior to satisfaction of the holding period requirements of Section 422
of the Code, or upon the exercise of a Nonqualified Stock Option, the exercise
of a Stock Appreciation Right, the vesting of a Restricted Stock Award or the
payment of a Performance Share Award or Performance-Based Award, the Company
shall have the right to (i) require such Participant or such other person to pay
by cash or check payable to the Company, the amount of any taxes which the
Company may be required to withhold with respect to such transactions or (ii)
deduct from amounts paid in cash the amount of any taxes which the Company may
be required to withhold with respect to such cash amounts. The above
notwithstanding, in any case where a tax is required to be withheld in
connection with the issuance or transfer of shares of Common Stock under this
Plan, the Participant may elect, pursuant to such rules as the Committee may
establish, to have the Company reduce the number of such shares issued or
transferred by the appropriate number of shares to accomplish such withholding;
provided, the Committee may impose such conditions on the payment of any
withholding obligation as may be required to satisfy applicable regulatory
requirements.

               (b) The Committee may, in its discretion, permit a loan from the
Company to a Participant in the amount of any taxes which the Company may be
required to withhold with

                                       22
<PAGE>   26

respect to shares of Common Stock received pursuant to a transaction described
in subsection (a) above. Such a loan will be for a term, at a rate of interest
and pursuant to such other terms and rules as the Committee may establish.

        6.7    Amendment, Termination and Suspension.

               (a) The Board may, at any time, terminate or, from time to time,
amend, modify or suspend this Plan (or any part hereof). In addition, the
Committee may, from time to time, amend or modify any provision of this Plan
except Section 6.4 and, with the consent of the Participant, make such
modifications of the terms and conditions of such Participant's Award as it
shall deem advisable. The Committee, with the consent of the Participant, may
also amend the terms of any Option to provide that the Option price of the
shares remaining subject to the original Award shall be reestablished at a price
not less than 100% of the Fair Market Value of the Common Stock on the effective
date of the amendment; provided that any such amendment shall be subject to
approval by the shareholders of the Company. No modification of any other term
or provision of any Option which is amended in accordance with the foregoing
shall be required, although the Committee may, in its discretion, make such
further modifications of any such Option as are not inconsistent with or
prohibited by this Plan. No Awards may be granted during any suspension of this
Plan or after its termination.

               (b) Any amendment that would materially (i) increase the benefits
accruing to Participants, (ii) increase the aggregate number of shares which may
be issued under this Plan, or (iii) modify the requirements of eligibility for
participation in this Plan, shall be subject to shareholder approval only to the
extent then required by Section 422 of the Code or any successor provisions,
rules or statutes thereto, by a majority of the shareholders.

               (c) In the case of Awards issued before the effective date of any
amendment, suspension or termination of this Plan, such amendment, suspension or
termination of the Plan shall not, without specific action of the Board or the
Committee and the consent of the Participant, in any way 

                                       23
<PAGE>   27

modify, amend, alter or impair any rights or obligations under any Award
previously granted under the Plan.

        6.8    Privileges of Stock Ownership; Nondistributive
               Intent.

               A Participant shall not be entitled to the privilege of stock
ownership as to any shares of Common Stock not actually issued to him or her.
Upon the issuance and transfer of shares to the Participant, unless a
registration statement is in effect under the Securities Act and applicable
state securities law, relating to such issued and transferred Common Stock and
there is available for delivery a prospectus meeting the requirements of Section
10 of the Securities Act, the Common Stock may be issued and transferred to the
Participant only if he or she represents and warrants in writing to the Company
that the shares are being acquired for investment and not with a view to the
resale or distribution thereof. No shares shall be issued and transferred unless
and until there shall have been full compliance with any then applicable
regulatory requirements (including those of exchanges upon which any Common
Stock of the Company may be listed).

        6.9    Effective Date of the Plan.

               This Plan shall be effective upon its approval by the Board,
subject to approval by the shareholders of the Company within twelve months from
the date of such Board approval.

        6.10   Term of the Plan.

               Unless previously terminated by the Board, this Plan shall
terminate at the close of business on November 17, 2002, and no Awards shall be
granted under it thereafter, but such termination shall not affect any Award
theretofore granted.

        6.11   Governing Law.

               This Plan and the documents evidencing Awards and all other
related documents shall be governed by, and 

                                       24
<PAGE>   28

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.

        6.12   Plan Construction.

               (a) Rule 16b-3. It is the intent of the Company that transactions
in and affecting Awards in the case of Participants who are or may be subject to
Section 16 of the Exchange Act satisfy any then applicable requirements of Rule
16b-3 so that such persons (unless they otherwise agree) will be entitled to the
benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange
Act in respect of those transactions and will not be subjected to avoidable
liability thereunder. In furtherance of such intent and the Company's intent to
satisfy any applicable state securities laws, the Awards granted under all of
the provisions of the Plan, in the discretion of the Committee, may be deemed
granted under a separate plan if so required, notwithstanding the designation of
this document as a single plan for convenience of reference and to establish
certain provisions and limitations applicable to all authorized Awards. If any
provision of the Plan or of any Award would frustrate or otherwise conflict with
the intent 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 Company and is consistent with the
purposes of the Plan as to such persons in the circumstances.

               (b) Section 162(m). It is the further intent of the Company that
Options or Stock Appreciation Rights with an exercise or base price not less
than Fair Market Value on the date of grant and Performance-Based Awards under
Section 5.2 of this Plan that are granted to or held by a Section 16 Person
shall qualify as performance-based compensation under Section 162(m) of the
Code, and this Plan shall be interpreted consistent with such intent.


                                       25
<PAGE>   29

VII.    DEFINITIONS.

        7.1 Definitions.

               (a) "Award" means an Option, which may be designated as a
Nonqualified Stock Option or an Incentive Stock Option, a Stock Appreciation
Right, a Restricted Stock Award, Performance Share Award or Performance-Based
Award, in each case granted under this Plan.

               (b) "Award Agreement" means a written agreement setting forth the
terms of an Award.

               (c) "Award Date" means the date upon which the Committee took the
action granting an Award or such later date as is prescribed by the Committee
or, in the case of Options granted under Section 2.6, the date specified in such
Section 2.6.

               (d) "Beneficiary" means the person, persons, trust or trusts
entitled by will or the laws of descent and distribution to receive the benefits
specified under this Plan in the event of a Participant's death, and shall mean
the Participant's executor or administrator if no other Beneficiary is
designated and able to act under the circumstances.

               (e) "Board" means the Board of Directors of the Company.

               (f) "Cash Flow" shall mean cash and cash equivalents derived from
either (i) net cash flow from operations or (ii) net cash flow from operations,
financings and investing activities, as determined by the Committee at the time
an Incentive is granted.

               (g) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

               (h) "Commission" means the Securities and Exchange Commission.

                                       26
<PAGE>   30

               (i) "Committee" means the Board or a committee appointed by the
Board to administer this Plan, which committee shall be comprised only of two or
more directors or such greater number of directors as may be required under
applicable law, each of whom (i) in respect of any transaction at a time when
the affected Participant may be subject to Section 162(m) of the Code, shall be
an "outside director" within the meaning of Section 162(m) of the Code and (ii)
in respect of any transaction at a time when the 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(b)(3) under the Exchange Act.

               (j) "Common Stock" means the Common Stock of the Company.

               (k) "Company" means Pacific Sunwear of California, Inc., a
California corporation, and its successors.

               (l) "Eligible Employee" means an officer or key employee of the
Company and consultants to the Company whether or not such consultants are
employees.

               (m) "EPS" shall mean earnings per common share on a fully diluted
basis determined by dividing (i) net earnings, less dividends on preferred stock
of the Company and its Subsidiaries by (ii) the weighted average number of
common shares and common shares equivalents outstanding.

               (n) "Event" means any of the following:

                      (1) Approval by the shareholders of the Company of the
        dissolution or liquidation of the Company;

                      (2) Approval by the shareholders of the Company 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
        Company; or

                                       27
<PAGE>   31

                      (3) Approval by the shareholders of the Company of the
        sale of substantially all of the Company's business assets to a person
        or entity which is not a Subsidiary.

               (o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

               (p) "Fair Market Value" means (i) if the stock is listed or
admitted to trade on a national securities exchange, the closing price of the
stock on the Composite Tape, as published in the Western Edition of The Wall
Street Journal, of the principal national securities exchange on which the stock
is so listed or admitted to trade, on such date, or, if there is no trading of
the stock on such date, then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (ii) if the stock is not listed or admitted to trade on a national
securities exchange, the last price for the stock on such date, as furnished by
the National Association of Securities Dealers, Inc. ("NASD") through the NASDAQ
National Market Reporting System or a similar organization if the NASD is no
longer reporting such information; (iii) if the stock is not listed or admitted
to trade on a national securities exchange and is not reported on the National
Market Reporting System, the mean between the bid and asked price for the stock
on such date, as furnished by the NASD; or (iv) if the stock is not listed or
admitted to trade on a national securities exchange, is not reported on the
National Market Reporting System and if bid and asked prices for the stock are
not furnished by the NASD or a similar organization, the values established by
the Committee for purposes of the Plan.

               (q) "Incentive Stock Option" means an option which is designated
as an incentive stock option within the meaning of Section 422 of the Code, the
award of which contains such provisions as are necessary to comply with that
section.

               (r) "Non-Employee Director" means a member of the Board who is
not an officer or employee of the Company.

                                       28
<PAGE>   32

               (s) "Non-Employee Director Participant" means a Non-Employee
Director who has been granted an Option under Section 2.6.

               (t) "Nonqualified Stock Option" means an option which is
designated as a Nonqualified Stock Option and shall include any Option intended
as an Incentive Stock Option that fails to meet the applicable legal
requirements thereof.

               (u) "Option" means an option to purchase Common Stock under this
Plan. An Option shall be designated by the Committee as a Nonqualified Stock
Option or an Incentive Stock Option.

               (v) "Participant" means an Eligible Employee who has been granted
an Award.

               (w) "Performance Goal" shall mean EPS or ROE or Cash Flow or
Total Stockholder Return, and "Performance Goals" means any combination thereof.

               (x) "Performance-Based Awards" shall mean an Award of a right to
receive shares of Common Stock or other compensation (including cash) under
Section 5.2, the issuance or payment of which is contingent upon, among other
conditions, the attainment of performance objectives specified by the Committee.

               (y) "Performance Share Award" means an award of shares of cash or
Common Stock under Section 5.1, the issuance of which is contingent upon
attainment of performance objectives specified by the Committee.

               (z) "Personal Representative" means the person or persons who,
upon the disability or incompetence of a Participant, shall have acquired on
behalf of the Participant by legal proceeding or otherwise the power to exercise
the rights and receive the benefits specified in this Plan.

               (aa) "Plan" means the Pacific Sunwear of California, Inc. 1992
Stock Award Plan, as amended.

                                       29
<PAGE>   33

               (ab) "QDRO" shall mean an order requiring the transfer of an
Award or portion thereof pursuant to a state domestic relations law to the
spouse, former spouse, child or other dependent of a Participant. Such order
must be in a form substantially identical to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended.

               (ac) "Restricted Stock" means those shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to the restrictions set
forth in the related Award Agreement.

               (ad) "Restricted Stock Award" means an award of a fixed number of
shares of Common Stock to the Participant subject, however, to payment of such
consideration, if any, and such forfeiture provisions, as are set forth in the
Award Agreement.

               (ae) "Retirement" means retirement from employment by or
providing services to the Company or any Subsidiary after age 65 and, in the
case of employees, in accordance with the retirement policies of the Company
then in effect.

               (af) "ROE" shall mean consolidated net income of the Company and
its Subsidiaries (less preferred dividends), divided by the average consolidated
common shareholders equity.

               (ag) "Securities Act" means the Securities Act of 1933, as
amended.

               (ah) "Stock Appreciation Right" means a right to receive a number
of shares of Common Stock or an amount of cash, or a combination of shares and
cash, determined as provided in Section 3.3(a).

               (ai) "Subsidiary" means any corporation or other entity a
majority or more of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company.

                                       30
<PAGE>   34

               (aj) "Total Disability" means a "permanent and total disability"
within the meaning of Section 22(e)(3) of the Code and, in the case of Awards
other than Incentive Stock Options, such other disabilities, infirmities,
afflictions or conditions as the Committee by rule may include.

               (ak) "Total Stockholder Return" shall mean with respect to the
Company or its Subsidiaries or other entities (if measured on a relative basis),
the (i) change in the market price of its common stock (as quoted in the
principal market on which it is traded as of the beginning and ending of the
period) plus dividends and other distributions paid, divided by (ii) the
beginning quoted market price, all of which is adjusted for any changes in
equity structure, including but not limited to stock splits and stock dividends.



                                       31