<PAGE>

                                                                    EXHIBIT 10.6

                       PACIFIC SUNWEAR OF CALIFORNIA, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

   (Composite Plan Document Reflecting Stock Splits Through December 31, 2002)



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>
1.      PURPOSE.............................................................................4

2.      DEFINITIONS.........................................................................4

3.      ELIGIBILITY.........................................................................6

4.      STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS.......................................7

5.      OFFERING PERIODS....................................................................7

6.      PARTICIPATION.......................................................................7

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

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

9.      EXERCISE OF OPTION..................................................................8

10.     DELIVERY............................................................................9

11.     TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS................................9

12.     ADMINISTRATION......................................................................9

13.     DESIGNATION OF BENEFICIARY.........................................................10

14.     TRANSFERABILITY....................................................................11

15.     USE OF FUNDS; INTEREST.............................................................11

16.     REPORTS............................................................................11

17.     ADJUSTMENTS OF AND CHANGES IN THE STOCK............................................11

18.     POSSIBLE EARLY TERMINATION OF PLAN AND OPTIONS.....................................12

19.     TERM OF PLAN; AMENDMENT OR TERMINATION.............................................12

20.     NOTICES............................................................................12

21.     CONDITIONS UPON ISSUANCE OF SHARES.................................................13

22.     PLAN CONSTRUCTION..................................................................13

23.     EMPLOYEES' RIGHTS..................................................................13

24.     MISCELLANEOUS......................................................................14
</TABLE>



                                       2
<PAGE>

                       PACIFIC SUNWEAR OF CALIFORNIA, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

        (Composite Plan Document Reflecting Stock Splits Through December 31,
2002)

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

1.      PURPOSE

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

2.      DEFINITIONS

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

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

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

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

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

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

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

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

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



                                       3
<PAGE>

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

                "Company" shall mean the Corporation and its Subsidiaries.

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

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

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

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

                "Effective Date" shall mean January 1, 1998.

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

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

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



                                       4
<PAGE>

                prices per Share as reported by NASDAQ or, if such prices are
                not so listed or reported, as determined by the Committee (or
                its delegate), in its discretion.

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

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

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

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

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

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

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

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

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

                "Share" shall mean a share of Common Stock.

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

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

3.      ELIGIBILITY

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



                                       5
<PAGE>

4.      STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS

        The total number of Shares to be made available under this Plan is
        405,000 authorized and unissued or treasury shares of Common Stock, or
        Shares repurchased on the open market, subject to adjustments pursuant
        to Section 17. In the event that all of the Shares made available under
        this Plan are subscribed prior to the expiration of this Plan, this Plan
        may be terminated in accordance with Section 19.

5.      OFFERING PERIODS

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

6.      PARTICIPATION

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

7.      METHOD OF PAYMENT OF CONTRIBUTIONS

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

        (b) Payroll deductions with respect to an Offering Period shall commence
        as of the first day of the payroll period which coincides with or
        immediately follows the applicable Grant Date and shall end on the last
        day of the payroll period which coincides with or



                                       6
<PAGE>

        immediately precedes the applicable Exercise Date, unless sooner
        terminated by the Participant as provided in this Section or until his
        or her participation terminates pursuant to Section 11.

        (c) A Participant may terminate his or her Contributions during an
        Offering Period by completing and filing with the Corporation, in such
        form and on such terms as the Committee (or its delegate) may prescribe,
        a written withdrawal form which shall be signed by the Participant. Such
        termination shall be effective as soon as administratively practicable
        after its receipt by the Corporation.

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

8.      GRANT OF OPTION

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

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

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

9.      EXERCISE OF OPTION

        Unless a Participant's Plan participation is terminated as provided in
        Section 11, his or her Option for the purchase of Shares shall be
        exercised automatically on the Exercise Date for that Offering Period,
        without any further action on the Participant's part, and the



                                       7
<PAGE>

        maximum number of whole Shares subject to such Option shall be purchased
        at the Option Price with the balance of such Participant's Account. If
        any amount (which is not sufficient to purchase a whole Share) remains
        in a Participant's Account after the exercise of his or her Option on
        the Exercise Date: (i) such amount shall be credited to such
        Participant's Account for the next Offering Period, if he or she is then
        a Participant; or (ii) if such Participant is not a Participant in the
        next Offering Period, or if the Committee so elects, such amount shall
        be refunded to such Participant as soon as administratively practicable
        after such date.

10.     DELIVERY

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

11.     TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS

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

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

12.     ADMINISTRATION

        (a) The Board shall appoint the Committee, which shall be composed of
        not less than two members of the Board. Each member of the Committee, in
        respect of any transaction



                                       8
<PAGE>

        at a time when an affected Participant may be subject to Section 16 of
        the Exchange Act, shall be a "non-employee director" within the meaning
        of Rule 16b-3 promulgated under Section 16. The Board may, at any time,
        increase or decrease the number of members of the Committee, may remove
        from membership on the Committee all or any portion of its members, and
        may appoint such person or persons as it desires to fill any vacancy
        existing on the Committee, whether caused by removal, resignation, or
        otherwise. The Board may also, at any time, assume or change the
        administration of this Plan.

        (b) The Committee shall supervise and administer this Plan and shall
        have full power and discretion to adopt, amend and rescind any rules
        deemed desirable and appropriate for the administration of this Plan and
        not inconsistent with the terms of this Plan, and to make all other
        determinations necessary or advisable for the administration of this
        Plan. The Committee shall act by majority vote or by unanimous written
        consent. No member of the Committee shall be entitled to act on or
        decide any matter relating solely to himself or herself or any of his or
        her rights or benefits under this Plan. The Committee shall have full
        power and discretionary authority to construe and interpret the terms
        and conditions of this Plan, which construction or interpretation shall
        be final and binding on all parties including the Corporation,
        Participants and beneficiaries. The Committee may delegate ministerial
        non-discretionary functions to third parties, including officers of the
        Corporation.

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

13.     DESIGNATION OF BENEFICIARY

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

        (b) Beneficiary designations may be changed by the Participant (and his
        or her spouse, if required) at any time on forms provided and in the
        manner prescribed by the Committee (or its delegate). If a Participant
        dies with no validly designated beneficiary



                                       9
<PAGE>

        under this Plan who is living at the time of such Participant's death,
        the Corporation shall deliver all Shares and/or cash payable pursuant to
        the terms hereof to the executor or administrator of the estate of the
        Participant, or if no such executor or administrator has been appointed,
        the Corporation, in its discretion, may deliver such Shares and/or cash
        to the spouse or to any one or more dependents or relatives of the
        Participant, or if no spouse, dependent or relative is known to the
        Corporation, then to such other person as the Corporation may designate.

14.     TRANSFERABILITY

        Neither Contributions credited to a Participant's Account nor any
        Options or rights with respect to the exercise of Options or right to
        receive Shares under this Plan may be anticipated, alienated,
        encumbered, assigned, transferred, pledged or otherwise disposed of in
        any way (other than by will, the laws of descent and distribution, or as
        provided in Section 13) by the Participant. Any such attempt at
        anticipation, alienation, encumbrance, assignment, transfer, pledge or
        other disposition shall be without effect and all amounts shall be paid
        and all shares shall be delivered in accordance with the provisions of
        this Plan. Amounts payable or Shares deliverable pursuant to this Plan
        shall be paid or delivered only to the Participant or, in the event of
        the Participant's death, to the Participant's beneficiary pursuant to
        Section 13.

15.     USE OF FUNDS; INTEREST

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

16.     REPORTS

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

17.     ADJUSTMENTS OF AND CHANGES IN THE STOCK

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



                                       10
<PAGE>

        in such manner as the Committee (or its delegate) may deem equitable to
        prevent substantial dilution or enlargement of rights granted to, or
        available for, Eligible Employees under this Plan.

18.     POSSIBLE EARLY TERMINATION OF PLAN AND OPTIONS

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

19.     TERM OF PLAN; AMENDMENT OR TERMINATION

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

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

20.     NOTICES

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




                                       11
<PAGE>
21.     CONDITIONS UPON ISSUANCE OF SHARES

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

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

22.     PLAN CONSTRUCTION

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

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

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

23.     EMPLOYEES' RIGHTS

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



                                       12
<PAGE>
        a record date is prior to the issuance of such Share certificate.
        Nothing in this Plan shall be deemed to create any fiduciary
        relationship between the Corporation and any Participant.

24.     MISCELLANEOUS

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

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

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

25.     EFFECTIVE DATE

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



                                       13