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): August 16, 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))

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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 August 16, 2006, the Board of Directors of Pacific Sunwear of California, Inc. (the “Company”) modified the terms of compensation to be paid to the non-employee lead director of the Board of Directors of the Company effective immediately. Compensation for the non-employee lead director, as modified, will include an annual retainer of $50,000. All other non-employee directors will continue to receive an annual retainer of $30,000. The lead director will no longer receive any additional annual retainer for serving as a committee chair. All other elements of non-employee director compensation remained unchanged. A summary sheet of director compensation is attached as Exhibit 10.1 hereto and is hereby incorporated by reference.

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Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

          10.1 Summary of Board Compensation, dated August 16, 2006

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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: August 18, 2006	Pacific Sunwear of California, Inc.
	/s/ SETH R. JOHNSON
	Seth R. Johnson
	Chief Executive Officer, Board member

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EXHIBIT INDEX

Exhibit	Description
10.1	Summary of Board Compensation, dated August 16, 2006

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EX-10.1

EXHIBIT 10.1 — SUMMARY OF BOARD COMPENSATION

During the year ending February 3, 2007, 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
$30,000	Board member annual retainer, disbursed in five equal payments for each regularly scheduled Board meeting.
10,000	Audit committee chairman annual retainer, disbursed in same manner as Board member annual retainer.
5,000	Non-audit committee chairman annual retainer, disbursed in same manner as Board member annual retainer.
3,000	Attendance fee for each in-person Board meeting.
1,250	Attendance fee for each telephonic Board meeting or committee meeting of any kind.

All directors are reimbursed for expenses incurred in attending meetings of the Board of Directors. Each non-employee director of the Company receives an annual stock-based award grant to purchase 9,000 shares of Company common stock, with an exercise price equal to the closing market price of the Company’s common stock on the date of the grant. Seth R. Johnson, who is the 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.

On August 16, 2006, the Board of Directors approved a modification to the compensation structure for non-employee directors of the Board, effective immediately. As modified, the compensation structure will be as follows:

Amount	Description
$50,000	Lead director annual retainer, disbursed in five equal payments for each regularly scheduled Board meeting.
30,000	Annual retainer for all other non-employee directors, disbursed in five equal payments for each regularly scheduled Board meeting.
10,000	Audit committee chairman annual retainer, disbursed in same manner as Board member annual retainer (excludes lead director).
5,000	Non-audit committee chairman annual retainer, disbursed in same manner as Board member annual retainer (excludes lead director).
3,000	Attendance fee for each in-person Board meeting.
1,250	Attendance fee for each telephonic Board meeting or committee meeting of any kind.

     All directors are and will continue to be reimbursed for expenses incurred in attending meetings of the Board of Directors. Each non-employee director of the Company currently receives, and will continue to receive, an annual stock-based award grant to purchase 9,000 shares of Company common stock, with an exercise price equal to the closing market price of the Company’s common stock on the date of the grant. Seth R. Johnson, who is the Chief Executive Officer of the Company, is not and will not be paid any fees or additional remuneration for his services as a member of the Board of Directors.