Exhibit 10.1**RESIGNATION AGREEMENT**     This Resignation Agreement (this “Resignation Agreement”) is made and entered intobetween Pacific Sunwear of California, Inc. (hereinafter, the “Company”) and Gerald M.Chaney (hereinafter, “Executive”) as of November 26th, 2007.     **WHEREAS,**Executive has been employed by the Company in the capacity of Senior Vice President,Chief Financial Officer and Secretary;     **WHEREAS**, the Company and Executive previously entered into that certain Severance Agreement asof November 22, 2004 (the “Severance Agreement”);     **WHEREAS**, Executive has been designated as a participant in that certain Executive SeverancePlan approved and adopted by the Compensation Committee of the Board of Directors on August 21,2007 (the “Executive Severance Plan”); and     **WHEREAS**, Executive and the Company have mutually agreed to end Executive’s employmentrelationship with the Company effective immediately upon the terms set forth herein.     **NOW, THEREFORE,**in consideration of the mutual promises and covenants herein contained, andgood and valuable other consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:     1. **Effective Date**. This Resignation Agreement shall become effective on the eighth dayfollowing Executive signing and delivering this Resignation Agreement and the Release Agreement(the “Effective Date”), provided that Executive does not revoke the Release Agreement priorto such date.     2. **Resignation**. Executive and the Company hereby agree that Executive will resign as SeniorVice President, Chief Financial Officer and Secretary of the Company, and that his service in anyother capacity for the Company will end, effective as of the date this Resignation Agreement issigned and delivered by the Company (the “Separation Date”). Executive also hereby resignsfrom his position as an employee, officer, and member of the board of directors of any and allaffiliates of the Company effective as of the Separation Date. Executive further agrees that hewill execute any documents reasonably requested by the Company or any of its affiliates toeffectuate his resignation as employee, officer or director of the Company and any of itsaffiliates, as well as to remove Executive as an authorized signatory for the Company and any ofits affiliates.     3. **Severance Benefits Upon Resignation**. Commencing as of the date hereof, and provided thatExecutive fully complies with all requirements under this Resignation Agreement, Executive shall beentitled to receive the “Severance Benefits” set forth in Section 4.1 of the Executive SeverancePlan and detailed below as if Executive’s employment by the Company had been terminated withoutCause (as defined in the Executive Severance Plan). Notwithstanding the foregoing and theprovisions of Section 5.2(a) of the Severance Plan, the Company and Executive hereby agree that (i)Executive shall not have an affirmative duty to seek other employment but (ii) any money or othervaluable consideration earned or otherwise received by
 

 
Executive or credited to Executive’s account (whether presently or on a deferred basis) fromthe provision of services (whether as an employee, independent contractor, consultant, advisor, orotherwise) during the 15 months following the date of this Agreement shall be offset against andserve to decrease the amount of any payments due hereunder, except that Executive may earn orreceive during such period, without offset, money or other valuable consideration with an aggregatevalue not to exceed $50,000 for the provision of services (whether as an employee, independentcontractor, consultant, advisor, or otherwise) to persons or entities that do not engage inbusiness in the retail industry (including as manufacturers, vendors and suppliers to suchindustry) or otherwise compete with the Company. Executive agrees to notify the Company in writingimmediately upon receiving or earning any such money or other valuable consideration during suchperiod. The Severance Benefits shall be paid at the times and in the manner set forth in Section5.1 of the Executive Severance Plan and are subject to the Company’s right to withhold applicablefederal, state and local income, employment or other taxes as set forth in Section 5.3 of theExecutive Severance Plan. Executive understands and agrees that the Severance Benefits detailedbelow are being provided to Executive in lieu of any benefits Executive would otherwise be entitledto receive pursuant to the Severance Agreement or any other severance plan, program, agreement orother arrangement. i. Equal cash payments made by check on a monthly basis for aperiod of 15 months commencing December 28, 2007 (and on the last pay date ofeach of the subsequent 14 months remaining in the 15 month period) equal to$39,333.33 (the benefit pursuant to Section 4.1(a) of the Executive SeverancePlan);  ii. Equal cash payments made by check on a monthly basis for aperiod of 15 months commencing December 28, 2007 (and on the last pay date ofeach of the subsequent 14 months remaining in the 15 month period) equal to$9,833.33 (the benefit pursuant to Section 4.1(b) of the Executive SeverancePlan);  iii. A cash payment equal to $5,126.04 made by check on December 28,2007 (the benefit pursuant to Section 4.1(c) of the Executive Severance Plan);and  iv. Payment of or reimbursement for up to $10,000 of outplacementservices pursuant to Section 4.1(d) of the Executive Severance Plan.     4. **Release Agreement.**It shall be a condition to the obligations of the Company to make thepayments required hereunder that Executive execute and deliver to the Company an effective ReleaseAgreement, in the form attached as Exhibit A (“Release Agreement”), which shallbecome effective on the eighth day following the date Executive signs and delivers to the Companythe Release Agreement, provided that Executive does not revoke it before such date pursuant to theOlder Workers Benefit Protection Act.     5. **Restrictive Covenants.**          a. Non-Disparagement. Executive agrees that he will not at any time after the datehereof (i) directly or indirectly, make or ratify any statement, public or private, oral orwritten, to
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any person that disparages, either professionally or personally, the Company, any of itssubsidiaries or any of their respective directors, officers, employees, stockholders, attorneys,accountants, insurers, agents, representatives, assigns, successors, or products, past and present,and each of them, or (ii) make any statement or engage in any conduct that has the purpose oreffect of disrupting the business of the Company or any of its subsidiaries. Nothing herein shallin any way prohibit Executive from disclosing such information in a truthful manner as may berequired by law, or by judicial or administrative process or order or the rules of any securitiesexchange or similar self-regulatory organization applicable to Executive; provided, however, uponreceiving any subpoena or order from a court or arbitrator requiring him to testify regarding hisemployment with the Company or any of its subsidiaries, Executive shall provide a copy of suchsubpoena or order to the Company within 72 hours.          b. Anti-Solicitation**.**Executive promises and agrees that, for a period of one (1)year following the date hereof, he will not influence or attempt to influence customers, vendors,or business partners of the Company or any of its subsidiaries, either directly or indirectly, todivert their business from the Company or any of its subsidiaries to any individual, partnership,firm, corporation or other entity then in competition with the business of the Company or anysubsidiary.          c. Solicitation of Employees**.**Executive promises and agrees that, for a period of one(1) year following the date hereof, he will not directly or indirectly solicit any employee of theCompany or any of its subsidiaries to terminate his or her employment with the Company or any ofits subsidiaries or to work for any business, individual, partnership, firm, corporation, or otherentity then in competition with the business of the Company or any subsidiary.          d. Confidentiality**.**Executive promises and agrees that he will not at any time afterthe date hereof, unless compelled by lawful process, disclose or use for his own benefit orpurposes or the benefit or purposes of any other person, firm, partnership, joint venture,association, corporation or other business organization, entity or enterprise (other than theCompany and any of its subsidiaries or affiliates), any trade secrets, or other confidential dataor information relating to customers, design programs, costs, marketing, sales activities,promotion, credit and financial data, financing methods, or plans of the Company or any subsidiaryor affiliate of the Company; provided that the foregoing shall not apply to informationwhich is not unique to the Company (or subsidiary or affiliate, as applicable) or which isgenerally known to the industry or the public other than as a result of Executive’s breach of thiscovenant. Executive agrees that, to the extent he has not already done so, he will return to theCompany immediately all memoranda, books, papers, plans, information, letters and other data, andall copies thereof or therefrom, in any way relating to the business of the Company or anysubsidiary or affiliate of the Company. Executive further agrees that he has not retained and willnot retain or use for his account at any time any trade names, trademark or other proprietarybusiness designation used or owned in connection with the business of the Company or any subsidiaryor affiliate of the Company; provided, however, that Executive may retain his rolodex, addressbooks, information relating to his compensation or relating to reimbursement of expenses, documentsrelating to his participation in employee benefit plans or programs of the Company or any of itssubsidiaries, any agreement between Executive and the Company or a subsidiary relating to hisemployment with the Company or a subsidiary, and other personal property provided that such itemsdo not contain any confidential information of the Company or a subsidiary.
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          e. Injunctive Relief**.**Executive expressly agrees that the Company will or wouldsuffer irreparable injury if he were to breach any of the provisions of this Section 5 and that theCompany would by reason of such conduct be entitled, in addition to any other remedies, toinjunctive relief. Executive consents and stipulates to the entry of such injunctive reliefprohibiting him from engaging in conduct which violates any of the provisions of this Section 5.     **6. Cooperation.**          a. Litigation. Following the Effective Date, Executive shall cooperate with theCompany in connection with its defense, prosecution or investigation of any legal matters. Withoutlimiting the generality of the foregoing and for the avoidance of any doubt, Executive’s duty ofcooperation shall include, but shall not be limited to, (a) meeting with the Company’s and/or itsaffiliates’ attorneys by telephone or in person in order to state truthfully Executive’s knowledgeof the matters at issue and recollection of events; (b) appearing at the Company’s and/or itsaffiliates’ and/or their attorneys’ request as a witness at depositions, trials, arbitrations,governmental investigations, or other proceedings, with or without the necessity of a subpoena, inorder to state truthfully the Executive’s knowledge of the matters at issue; and (c) signing at theCompany’s and/or its affiliates’ request declarations or affidavits that truthfully state thematters of which the Executive has knowledge, in connection with any legal matters in whichExecutive has relevant information.          b. Audit. Executive shall assist the Company and its subsidiaries in providinginformation and legal representations to the auditors of the Company and its subsidiaries in a formand within a timeframe requested by the Board, with respect to the Company’s and its Subsidiaries’financial statements and operations during the period of Executive’s employment with the Company.          c. Reimbursement. Within ten days following any month in which Executive devotes timeor incurs travel at the request of the Company, or incurs any reasonable out-of-pocket expenses, inconnection with performing his obligations under this Section 6, Executive shall submit a writtenitemized invoice to the Company that accurately identifies the dates, amount of time, and briefdescription of services that Executive performed in connection with such services, along with anytravel or out-of-pocket expenses accompanied by appropriate receipts. Within 30 days of receivingsuch an invoice, the Company will reimburse Executive for any such travel and reasonableout-of-pocket expenses so incurred to the extent the Executive has provided appropriate receipts.In addition, effective for services that are performed by Executive under this Section 6 at therequest of the Company after the fifteen (15) month anniversary of the Effective Date, within 30days of receiving such an invoice, the Company shall promptly pay Executive $200 per hour for thetime that Executive actually and reasonably spends cooperating with the Company, its affiliates,and/or their attorneys or auditors under this Section 6.     7. **Equity Awards**. Any stock options, stock appreciation rights, and restricted stock awardsgranted to Executive by the Company will, to the extent not vested on the Separation Date,terminate on the Separation Date and Executive will not have any rights with respect thereto or inrespect thereof. To the extent any stock options and stock appreciation rights granted toExecutive by the Company are vested on the Separation Date, Executive will have only a limitedperiod of time to exercise those awards (to the extent Executive should desire to
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exercise those awards), with the limited period determined pursuant to the terms andconditions of the respective award. As to the restricted stock award granted to Executive by theCompany on or about April 2, 2007, all of the shares subject to such award will be forfeited to theCompany on the Separation Date and Executive will not have any rights with respect thereto or inrespect thereof. As to that award, Executive agrees to execute and deliver any and all additionaldocuments, and to take any and all other actions, that the Company may request to effect andconfirm the transfer of such shares to the Company as of the Separation Date.     8. **Miscellaneous**.          a. This Resignation Agreement may be executed in one or more counterparts. All of suchcounterparts shall constitute one and the same agreement.          b. This Resignation Agreement, together with the Release Agreement, constitutes the entireagreement of the parties hereto relating to the subject matter hereof, and there are no written ororal terms or representations made by either party other than those contained herein.          c. This Resignation Agreement supersedes all prior agreements between the parties concerningthe subject matter hereof.          d. This Resignation Agreement may only be amended in writing signed by both parties. Nowaiver by any part of any breach of this Resignation Agreement shall be deemed to be a waiver byany party of any preceding or succeeding breach.          e. The validity, interpretation, performance and enforcement of this Resignation Agreementshall be governed by the laws of the State of California without regard to conflicts of lawprinciples.          f. The headings contained herein are for reference purposes only and shall not in any wayaffect the meaning or interpretation of this Resignation Agreement.*[Signature page follows]*
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     **IN WITNESS WHEREOF**, the parties have executed this Resignation Agreement as of the dateindicated below.      EXECUTIVE:           /s/ Gerald M. Chaney   Date: November 26, 2007 Gerald M. Chaney           COMPANY:           Pacific Sunwear of California, Inc.           By: /s/ Sally Frame Kasaks   Date: November 27, 2007         Sally Frame Kasaks      Chief Executive Officer    
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**Exhibit A****RELEASE AGREEMENT**     This Release Agreement (this “Release Agreement”) is entered into this 26thday of November 2007 by and between Gerald M. Chaney, an individual (“Executive”), andPacific Sunwear of California, Inc., a California corporation (the “Company”).**WHEREAS**, Executive has been employed by the Company or one of its subsidiaries; and     **WHEREAS**, Executive’s employment by the Company or one of its subsidiaries has ended and, inconnection with that certain Resignation Agreement, dated November 26, 2007, between the Companyand Executive (the “Resignation Agreement”), the Company and Executive desire to enter intothis Release Agreement upon the terms set forth herein;     **NOW, THEREFORE**, in consideration of the covenants undertaken and the releases contained inthis Release Agreement, and in consideration of the obligations of the Company (or one of itssubsidiaries) to pay severance benefits (conditioned upon this Release Agreement) under andpursuant to the Resignation Agreement, Executive and the Company agree as follows:          1. End of Employment. Executive’s employment with the Company ended on November 26,2007 (the “Separation Date”). Executive waives any right or claim to reinstatement as anemployee of the Company and each of its affiliates. Executive hereby confirms that Executive doesnot hold any position as an officer, director, employee, member, manager and in any other capacitywith the Company and each of its affiliates. Executive acknowledges and agrees that Executive hasreceived all amounts owed for his regular and usual salary (including, but not limited to, anyseverance (other than any benefits due pursuant to the Resignation Agreement), overtime, bonus,accrued vacation, commissions, or other wages), reimbursement of expenses, and usual benefits, andthat all payments due to Executive from the Company have been received.          2. Release. Executive, on behalf of himself, his descendants, dependents, heirs,executors, administrators, assigns, and successors, and each of them, hereby covenants not to sueand fully releases and discharges the Company and each of its parents, subsidiaries and affiliates,past and present, as well as its and their trustees, directors, officers, members, managers,partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, andsuccessors, past and present, and each of them, hereinafter together and collectively referred toas the “Releasees,” with respect to and from any and all claims, wages, demands, rights,liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action,obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities ofwhatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected orunsuspected, and whether or not concealed or hidden (each, a “Claim”), which he now owns orholds or he has at any time heretofore owned or held or may in the future hold as against any ofsaid Releasees (including, without limitation, any Claim arising out of or in any way connectedwith Executive’s service as an officer, director, employee, member or manager of any Releasee,Executive’s separation from his position as an officer, director, employee, manager and/or member,as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or anyloss, damage or injury whatever), whether known or unknown, suspected or unsuspected,
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resulting from any act or omission by or on the part of said Releasees, or any of them, committedor omitted prior to the date of this Release Agreement including, without limiting the generalityof the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discriminationin Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of1993, the California Fair Employment and Housing Act, the California Family Rights Act, or anyother federal, state or local law, regulation, or ordinance, or any Claim for severance pay, bonus,sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any otherfringe benefit, workers’ compensation or disability (the “Release”); provided, however,that the foregoing Release does not apply to any obligation of the Company to Executive pursuant toany of the following: (1) any equity-based awards previously granted by the Company to Executive,to the extent that such awards continue after the end of Executive’s employment with the Companyin accordance with the applicable terms of such awards (and subject to any limited period in whichto exercise such awards following such end of employment); (2) any right to indemnification thatExecutive may have pursuant to the Bylaws of the Company, its Articles of Incorporation or underany written indemnification agreement with the Company (or any corresponding provision of anysubsidiary or affiliate of the Company) or applicable state law with respect to any loss, damagesor expenses (including but not limited to attorneys’ fees to the extent otherwise provided) thatExecutive may in the future incur with respect to his service as an employee, officer or directorof the Company or any of its subsidiaries or affiliates; (3) with respect to any rights thatExecutive may have to insurance coverage for such losses, damages or expenses under any Company (orsubsidiary or affiliate) directors and officers liability insurance policy; (4) any rights tocontinued medical or dental coverage that Executive may have under COBRA (or similar applicablestate law); (5) any rights to severance benefits payable under the Resignation Agreement; (6) anyrights to payment of benefits that Executive may have under a retirement plan sponsored ormaintained by the Company that is intended to qualify under Section 401(a) of the Internal RevenueCode of 1986, as amended; or (7) Executive’s vested benefit (currently approximately $230,419.00)under and payable in accordance with the Company’s Executive Deferred Compensation Plan. Inaddition, this Release does not cover any Claim that cannot be so released as a matter ofapplicable law. Executive acknowledges and agrees that he has received any and all leave and otherbenefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.          3. 1542 Waiver. It is the intention of Executive in executing this Release Agreementthat the same shall be effective as a bar to each and every Claim hereinabove specified. Infurtherance of this intention, Executive hereby expressly waives any and all rights and benefitsconferred upon him by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expresslyconsents that this Release Agreement (including, without limitation, the Release set forth above)shall be given full force and effect according to each and all of its express terms and provisions,including those related to unknown and unsuspected Claims, if any, as well as those relating to anyother Claims hereinabove specified. SECTION 1542 provides:     “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITORDOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
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Executive acknowledges that he may hereafter discover Claims or facts in addition to or differentfrom those which Executive now knows or believes to exist with respect to the subject matter ofthis Release Agreement and which, if known or suspected at the time of executing this ReleaseAgreement, may have materially affected this settlement. Nevertheless, Executive hereby waives anyright, Claim or cause of action that might arise as a result of such different or additional Claimsor facts. Executive acknowledges that he understands the significance and consequences of suchrelease and such specific waiver of SECTION 1542.          4. ADEA Waiver. Executive expressly acknowledges and agrees that by entering intothis Release Agreement, Executive is waiving any and all rights or Claims that he may have arisingunder the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), which havearisen on or before the date of execution of this Release Agreement. Executive further expresslyacknowledges and agrees that:     A. In return for this Release Agreement, the Executive will receive considerationbeyond that which the Executive was already entitled to receive before entering into thisRelease Agreement;     B. Executive is hereby advised in writing by this Release Agreement to consult with anattorney before signing this Release Agreement;     C. Executive has voluntarily chosen to enter into this Release Agreement and has notbeen forced or pressured in any way to sign it;     D. Executive was given a copy of this Release Agreement on November 21, 2007 andinformed that he had twenty one (21) days within which to consider this Release Agreementand that if he wished to execute this Release Agreement prior to expiration of such 21-dayperiod, he should execute the Endorsement attached hereto;     E. Executive was informed that he had seven (7) days following the date of execution ofthis Release Agreement in which to revoke this Release Agreement, and this Release Agreementwill become null and void if Executive elects revocation during that time. Any revocationmust be in writing and must be received by the Company during the seven-day revocationperiod. In the event that Executive exercises his right of revocation, neither the Companynor Executive will have any obligations under this Release Agreement;     F. Nothing in this Release Agreement prevents or precludes Executive from challengingor seeking a determination in good faith of the validity of this waiver under the ADEA, nordoes it impose any condition precedent, penalties or costs from doing so, unlessspecifically authorized by federal law.          5. No Transferred Claims. Executive warrants and represents that the Executive hasnot heretofore assigned or transferred to any person not a party to this Release Agreement anyreleased matter or any part or portion thereof and he shall defend, indemnify and hold the Companyand each of its affiliates harmless from and against any claim (including the payment of attorneys’fees and costs actually incurred whether or not litigation is commenced) based on or in connectionwith or arising out of any such assignment or transfer made, purported or claimed.
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          6. Compliance With Resignation Agreement. Executive warrants and represents thatExecutive has complied fully with his obligations pursuant to the Resignation Agreement andExecutive covenants that he will continue to abide by the applicable provisions of the ResignationAgreement.          7. Severability. It is the desire and intent of the parties hereto that theprovisions of this Release Agreement be enforced to the fullest extent permissible under the lawsand public policies applied in each jurisdiction in which enforcement is sought. Accordingly, ifany particular provision of this Release Agreement shall be adjudicated by a court of competentjurisdiction to be invalid, prohibited or unenforceable under any present or future law, suchprovision, as to such jurisdiction, shall be ineffective, without invalidating the remainingprovisions of this Release Agreement or affecting the validity or enforceability of such provisionin any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision therewill be added automatically as a part of this Release Agreement, a legal, valid and enforceableprovision as similar in terms to such invalid or unenforceable provision as may be possible.Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to beinvalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be sonarrowly drawn, without invalidating the remaining provisions of this Release Agreement oraffecting the validity or enforceability of such provision in any other jurisdiction.          8. Counterparts. This Release Agreement may be executed in separate counterparts,each of which is deemed to be an original and all of which taken together constitute one and thesame agreement.          9. Successors. This Release Agreement is personal to Executive and shall not, withoutthe prior written consent of the Company, be assignable by Executive. This Release Agreement shallinure to the benefit of and be binding upon the Company and its respective successors and assignsand any such successor or assignee shall be deemed substituted for the Company under the terms ofthis Release Agreement for all purposes. As used herein, “successor” and “assignee” shall includeany person, firm, corporation or other business entity which at any time, whether by purchase,merger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of theCompany, acquires all or substantially all of the Company’s assets, or to which the Company assignsthis Release Agreement by operation of law or otherwise.          10. Governing Law. THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED STATES FEDERALLAW, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTINGPROVISION OR RULE (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSETHE LAWS OF ANY JURISDICTION OTHER THAN UNITED STATES FEDERAL LAW AND THE LAW OF THE STATE OFCALIFORNIA TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THEEXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE STATE OF CALIFORNIA, WILLCONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT, EVEN IF UNDER SUCHJURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHERJURISDICTION WOULD ORDINARILY APPLY.
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          11. Amendment and Waiver. The provisions of this Release Agreement may be amended andwaived only with the prior written consent of the Company and Executive, and no course of conductor failure or delay in enforcing the provisions of this Release Agreement shall be construed as awaiver of such provisions or affect the validity, binding effect or enforceability of this ReleaseAgreement or any provision hereof.          12. Descriptive Headings. The descriptive headings of this Release Agreement areinserted for convenience only and do not constitute a part of this Release Agreement.          13. Construction. Where specific language is used to clarify by example a generalstatement contained herein, such specific language shall not be deemed to modify, limit or restrictin any manner the construction of the general statement to which it relates. The language used inthis Release Agreement shall be deemed to be the language chosen by the parties to express theirmutual intent, and no rule of strict construction shall be applied against any party.          14. Arbitration. The Company and Executive hereby consent to the resolution bymandatory and binding arbitration of all claims or controversies arising out of or in connectionwith this Release Agreement that the Company may have against Executive, or that Executive may haveagainst the Company or against any of its officers, directors, employees or agents acting in theircapacity as such. Each party’s promise to resolve all such claims or controversies by arbitrationin accordance with this Release Agreement rather than through the courts is consideration for theother party’s like promise. It is further agreed that the decision of an arbitrator on any issue,dispute, claim or controversy submitted for arbitration, shall be final and binding upon theCompany and Executive and that judgment may be entered on the award of the arbitrator in any courthaving proper jurisdiction.     Except as otherwise provided in this procedure or by mutual agreement of the parties, anyarbitration shall be before a sole arbitrator (the “Arbitrator”) selected from JudicialArbitration & Mediation Services, Inc., Orange County, California, or its successor(“JAMS”), or if JAMS is no longer able to supply the arbitrator, such arbitrator shall beselected from the American Arbitration Association, and shall be conducted in accordance with theprovisions of California Civil Procedure Code Sections 1280 *et. seq.*as the exclusive remedy ofsuch dispute.     The Arbitrator shall interpret this Release Agreement, any applicable Company policy or rulesor regulations, any applicable substantive law (and the law of remedies, if applicable) of thestate in which the claim arose, or applicable federal law. In reaching his decision, theArbitrator shall have no authority to change or modify any lawful Company policy, rule orregulation, or this Release Agreement. Except as provided in the next paragraph, the Arbitrator,and not any federal, state or local court or agency, shall have exclusive and broad authority toresolve any dispute relating to the interpretation, applicability, enforceability or formation ofthis Release Agreement, including but not limited to, any claim that all or any part of thisRelease Agreement is voidable. The Arbitrator shall have the authority to decide dispositivemotions. Following completion of the arbitration, the arbitrator shall issue a written decisiondisclosing the essential findings and conclusions upon which the award is based.
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     Notwithstanding the foregoing, provisional injunctive relief may, but need not, be sought byExecutive or the Company in a court of law while arbitration proceedings are pending, and anyprovisional injunctive relief granted by such court shall remain effective until the matter isfinally resolved by the Arbitrator in accordance with the foregoing. Final resolution of anydispute through arbitration may include any remedy or relief which would otherwise be available atlaw and which the Arbitrator deems just and equitable. The Arbitrator shall have the authority toaward full damages as provided by law. Any award or relief granted by the Arbitrator hereundershall be final and binding on the parties hereto and may be enforced by any court of competentjurisdiction.     The Company shall pay the reasonable fees and expenses of the Arbitrator and of a stenographicreporter, if employed. Each party shall pay its own legal fees and other expenses and costsincurred with respect to the arbitration.          15. Nouns and Pronouns. Whenever the context may require, any pronouns used hereinshall include the corresponding masculine, feminine or neuter forms, and the singular form of nounsand pronouns shall include the plural and vice-versa.          16. Legal Counsel. Each party recognizes that this is a legally binding contract andacknowledges and agrees that they have had the opportunity to consult with legal counsel of theirchoice. Executive acknowledges and agrees that he has read and understands this Release Agreementcompletely, is entering into it freely and voluntarily, and has been advised to seek counsel priorto entering into this Release Agreement and he has had ample opportunity to do so.          The undersigned have read and understand the consequences of this Release Agreement andvoluntarily sign it. The undersigned declare under penalty of perjury under the laws of the Stateof California that the foregoing is true and correct.*[Signature page follows.]*
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     **IN WITNESS WHEREOF**, the parties have executed this Release Agreement as of the date firstwritten above.       “Executive”                         Gerald M. Chaney        PACIFIC SUNWEAR OF CALIFORNIA, INC.,