exv10w23









    EXHIBIT 10.23



 




    SUMMARY OF BOARD
    OF DIRECTORS’ COMPENSATION FOR FISCAL 2010



 



    Non-employee directors of Pacific Sunwear of California, Inc.
    (the “Company”) receive compensation for their
    services to the Board of Directors and related committees as
    follows:



 


	 	 	 
	
    Amount
	
 
	
    Description

	 

	

    $100,000


	
 
	
    Annual retainer to Chairman, disbursed in five equal payments
    for each regularly scheduled Board meeting.

	

    30,000


	
 
	
    Annual Board retainer other than to Chairman, disbursed in five
    equal payments for each regularly scheduled Board meeting.

	

    10,000


	
 
	
    Additional annual retainer to audit committee chairman,
    disbursed in same manner as Board member annual retainer.

	

    5,000


	
 
	
    Additional annual retainer to committee chairman other than
    audit committee chairman, disbursed in same manner as Board
    member annual retainer.

	

    3,000


	
 
	
    Fee for each Board meeting attended in person.

	

    1,250


	
 
	
    Fee for each Board meeting attended telephonically and for each
    committee meeting attended in person or telephonically.









 



    All directors are reimbursed for expenses incurred in attending
    meetings of the Board of
    Directors.1

    Gary H. Schoenfeld, who is the President and Chief Executive
    Officer of the Company, is not paid any fees or additional
    remuneration for his services as a member of the Board of
    Directors.



 



    In fiscal 2009, the Company replaced the annual award of 9,000
    SARs to each non-employee director continuing in service after
    the annual meeting with an automatic annual award of $100,000 to
    be delivered solely in the form of Restricted Stock Units
    (“RSUs”), or in a combination of RSUs and cash under
    the circumstances described below. Each RSU is granted under the
    Company’s 2005 Performance Incentive Plan and represents
    the right to receive one share of Company common stock following
    the date the director ceases to be a member of the Board of
    Directors. The number of RSUs subject to a continuing
    non-employee director’s annual award will be determined by
    dividing the sum of $100,000 by the closing price of a share the
    Company’s common stock on the date of grant of the award,
    which is expected to be on or about the date of the annual
    meeting of shareholders. In no event, however, will any
    non-employee director’s RSU award cover more than
    25,000 units in any single fiscal year. To the extent that
    the number of units subject to a director’s annual RSU
    award would otherwise exceed 25,000 units under the above
    formula, the Company will supplement the RSU award with a cash
    payment to the director in the amount necessary to achieve the
    $100,000 value target. Consistent with the timing for payment of
    the RSUs, payment of any supplemental cash award will be
    deferred until after the date the director ceases to be a member
    of the Board of Directors. The RSUs and, if applicable, the
    right to receive any supplemental cash award, vest on the first
    anniversary of the grant date (or if earlier, the date of the
    regularly scheduled annual meeting of shareholders that occurs
    in the year in which such vesting date would otherwise fall).
    The RSUs and, if applicable, the right to receive any
    supplemental cash award, vest on an accelerated basis in
    connection with a change in control of the Company, unless
    otherwise provided by the Board of Directors in circumstances
    where the Board has made a provision for the assumption or other
    continuation of the awards. In addition, if a non-employee
    director’s service terminates by reason of the
    director’s death, disability or voluntary retirement, any
    unvested RSUs (and any supplemental cash awards) will then vest
    on a pro rata basis, proportionate to the part of the year
    during which the non-employee director served, with the
    remainder of the RSUs (and any supplemental cash awards) to be
    forfeited unless otherwise determined by the Board of Directors.



 

 


    1 To

    the extent any expense reimbursements provided for in this
    Summary of Board Compensation are taxable to a director and
    provide for a deferral of compensation within the meaning of
    Section 409A of the Internal Revenue Code, the director
    shall complete all steps required for reimbursement so as to
    facilitate payment, and any such reimbursements shall be paid to
    the director on or before December 31 of the calendar year
    following the calendar year in which the expense was incurred.
    Such reimbursements shall not be subject to liquidation or
    exchange for other benefits, and the expenses eligible for
    reimbursement in one calendar year shall not affect the expenses
    eligible for reimbursement in any other calendar year.