Exhibit 10.1



 




AMENDMENT NO. 1

to

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




     This AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is dated
as of December 13, 2004, by and between Pacific Sunwear of California, Inc., a California
corporation (the “Company”), and Greg H. Weaver (“Executive”).



     WHEREAS, the Company and Executive previously entered into that certain Amended and Restated
Employment Agreement as of February 5, 2001 (the “Agreement”); and



     WHEREAS, the Company and Executive desire to amend the terms of the Agreement as set forth
herein;



     NOW, THEREFORE, the parties agree as follows:



     1. Section 1 of the Agreement is hereby amended by the addition of the following sentences at
the end of such Section:



     “Notwithstanding the foregoing, effective as of April 1, 2005, Executive shall cease to serve
as Chief Executive Officer and shall thereafter serve as Executive Chairman of the Board.
Executive’s time commitment to the Company in such capacity shall be approximately 40% of full-time
effective as of April 1, 2005 and approximately 30% of full-time effective as of April 1, 2006.
Executive acknowledges and agrees that, notwithstanding this reduced time commitment, he will not
accept employment or serve as a consultant with another company or person while employed by the
Company without the prior approval of the Company.”



     2. Section 2 of the Agreement is hereby amended by the addition of the following paragraphs
immediately following the first paragraph of such Section:



     “Notwithstanding the foregoing, effective as of April 1, 2005 Executive’s base salary shall be
$400,000 per year, and effective as of April 1, 2006 Executive’s base salary shall be $300,000 per
year, payable in accordance with the Company’s practices in effect from time to time. Such base
salary may be increased by the Company’s Board of Directors at such times and in such amounts as it
may determine in its sole discretion.



     In addition, subject to Executive’s continued employment on such dates, the Company shall
grant to Executive (i) on April 1, 2005 an option to purchase 75,000 shares of the Company’s stock,
and (ii) on April 1, 2006 an option to purchase 50,000 shares of the Company’s stock. The exercise
price of each such option shall be equal to the closing market price of the Company’s stock on the
respective grant date. One-third (33 1/3 %) percent of each such option shall become exercisable
on the first anniversary of the grant date of such option, with the remaining two-thirds (66 2/3 %)
of such option becoming exercisable in equal monthly installments over the following two (2)
years.”



 









 





     3. Section 3(a) of the Agreement is hereby amended and restated in its entirety to read as
follows:



     “The term of this Agreement (the “Term”) shall commence on the date hereof and shall terminate
on March 31, 2007.”



     4. Section 3(g) of the Agreement is hereby amended by (i) the deletion of the phrase “or shall
at any time give a 60 Day Notice” from the introduction of such Section and (ii) the deletion of
the phrase “or the 60 Day Notice, as the case may be” from subsection (1) of such Section.



     5. Section 6 is hereby amended by the replacement of each party’s address with the following
address:



“3450 East Miraloma Avenue

Anaheim, CA 92806-2101”



     6. Except as expressly modified herein, the Agreement shall remain in full force and effect in
accordance with its original terms.



     7. Capitalized terms that are not defined herein shall have the meanings ascribed to them in
the Agreement.



     8. This Amendment may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



[Signatures on following page.]




2









 








     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered
on the day and year first above written.


	 	 	 	 	 
	 	PACIFIC SUNWEAR OF CALIFORNIA, INC.

 	 
	 	By:  	/s/  SETH JOHNSON
 	 
	 	 	Seth Johnson 	 
	 	 	Chief Operating Officer 	 
	 
	 	“EXECUTIVE”

 	 
	 	                          /s/ GREG H. WEAVER
 	 
	 	Greg H. Weaver 	 
	 	Chairman and Chief
Executive Officer