8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 13, 2004

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)

California	0-21296	95-3759463
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3450 East Miraloma Avenue
Anaheim, CA	92806-2101
(Address of principal executive offices)	(Zip Code)

(714) 414-4000
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

-1-

TABLE OF CONTENTS

EXHIBIT 10.1

Item 1.01 Entry into a Material Definitive Agreement.

     In connection with Greg H. Weaver’s previously-announced transition from Chief Executive Officer to Executive Chairman of Pacific Sunwear of California, Inc. (the “Company”) effective April 1, 2005, the Company and Mr. Weaver have agreed to amend Mr. Weaver’s amended and restated employment agreement with the Company. Pursuant to the amendment, Mr. Weaver’s time commitment to the Company in his role as Executive Chairman will be approximately 40% of full-time employment beginning on April 1, 2005, and will be reduced to 30% of full-time employment beginning on April 1, 2006 through March 31, 2007. Under the amended agreement, Mr. Weaver will receive a base salary of $400,000 per year beginning on April 1, 2005. Effective April 1, 2006, Mr. Weaver’s base salary will be $300,000 per year until March 31, 2007, at which time Mr. Weaver’s employment agreement with the Company will terminate. Mr. Weaver will also be granted nonqualified stock options to purchase 75,000 and 50,000 shares of the Company’s common stock on April 1, 2005 and April 1, 2006, respectively, in each case with an exercise price at fair market value on the date of grant and vesting over three years. All other terms of Mr. Weaver’s amended and restated employment agreement remain in full effect. The full text of the amendment to Mr. Weaver’s employment agreement is included as Exhibit 10.1 to this report and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

10.1 Amendment No. 1 to Amended and Restated Employment Agreement dated December 13, 2004, between the Company and Greg H. Weaver

-2-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 16, 2004	Pacific Sunwear of California, Inc.
	/s/ SETH JOHNSON
	Seth Johnson
	Chief Operating Officer

-3-

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Amendment No. 1 to Amended and Restated Employment Agreement dated December 13, 2004, between the Company and Greg H. Weaver

-4-

EX-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