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): March 29, 2006

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)

California (State or Other Jurisdiction of Incorporation)	0-21296 (Commission File Number)	95-3759463 (IRS Employer Identification No.)
3450 East Miraloma Avenue Anaheim, CA (Address of principal executive offices)		92806-2101 (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):

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

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

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

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

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1

Item 1.01 Entry into a Material Definitive Agreement.

On March 29, 2006, Pacific Sunwear of California, Inc. (the “Company”) entered into Amendment No. 3 (the “Amendment”) to that certain Amended and Restated Employment Agreement, dated as of February 5, 2001, with Greg H. Weaver (as amended by that certain Amendment No. 1 dated as of December 13, 2004 and Amendment No. 2 dated as of October 25, 2005, the “Agreement”). As previously announced, Greg H. Weaver retired as the Company’s Executive Chairman of the Board, effective as of April 1, 2006.

Pursuant to the Amendment, Mr. Weaver will receive, as of April 1, 2006, a lump-sum payment of $300,000 less any applicable withholding taxes. In addition, Mr. Weaver will receive continuing medical insurance coverage for one year following that date, and will be eligible to receive, within 60 days of the end of the Company’s current fiscal year, a bonus for fiscal 2006, prorated based on the portion of the fiscal year during which he served as Executive Chairman.

The full text of the Amendment 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. 3 to Amended and Restated Employment Agreement, dated March 29, 2009, between the Company and Greg H. Weaver

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: April 4, 2006	Pacific Sunwear of California, Inc.
	/s/ SETH R. JOHNSON
	Seth R. Johnson
	Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Amendment No. 3 to Amended and Restated Employment Agreement, dated March 29, 2009, between the Company and Greg H. Weaver

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 3
to
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     This AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of March 29, 2006, 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 (as amended by that certain Amendment No. 1 dated as of December 13, 2004 and Amendment No. 2 dated as of October 25, 2005, the “Agreement”); and

     WHEREAS, in connection with Executive’s voluntary retirement from the Company, the Company and Executive desire to further amend the terms of the Agreement as set forth herein;

     NOW, THEREFORE, the parties agree as follows:

     1. Section 1 is hereby amended by the addition of the following text at the end of such section:

     “The Company acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, Executive’s retirement from employment by the Company effective April 1, 2006 (the "Retirement Date”) shall have the same effect under this Agreement as would the delivery by the Company of a notice given in accordance with Section 3(b)(4); provided, however, that (i) the Retirement Date shall be the Effective Date for all purposes hereunder; and (ii) in lieu of its obligations to continue paying salary to Executive under Section 3(g)(3) of the Agreement, the Company shall, on the Retirement Date, pay to Executive the lump sum amount of $300,000, less, if any, applicable withholding taxes. Executive acknowledges and agrees that upon receipt of such payment, the Company shall have satisfied its obligations to make salary payments to Executive for a period of one year as required by Section 3(g)(3).

     2. Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its original terms as amended by Amendment No. 1 and Amendment No. 2 thereto.

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

     4. 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.

     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 Executive Officer

“EXECUTIVE”
 

/s/ Greg H. Weaver  

Greg H. Weaver