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): October 29, 2007

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		92806-2101
Anaheim, CA		(Zip Code)
(Address of principal executive offices)

(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))

TABLE OF CONTENTS

EXHIBIT 10.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

On October 29, 2007, Pacific Sunwear of California, Inc. (the “Company”) entered into a retention bonus agreement with Lou Ann Bett, the Company’s Division President of demo. The description below is qualified in its entirety by the full text of the retention bonus agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Pursuant to the retention bonus agreement, Ms. Bett will receive a retention bonus of $147,000 if either (1) she continues to be employed by the Company in her current role within the demo organization through February 15, 2008, or (2) her employment is terminated by the Company without cause before that date and Ms. Bett otherwise satisfies the conditions to receive severance benefits under the Company’s Executive Severance Plan. Ms. Bett will not be entitled to receive the retention bonus if her employment with the Company terminates for any other reason prior to February 15, 2008.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

10.1 Retention Bonus Agreement, dated October 29, 2007, between the Company and Lou Ann Bett

-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: October 29, 2007	Pacific Sunwear of California, Inc.
	/s/ SALLY FRAME KASAKS
	Sally Frame Kasaks
	Chief Executive Officer

-3-

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Retention Bonus Agreement, dated October 29, 2007, between the Company and Lou Ann Bett

-4-

EX-10.1

EXHIBIT 10.1

[Pacific Sunwear of California, Inc. Letterhead]

October 29, 2007

Ms. Lou Ann Bett
[Address]
[City, State, Zip]

Dear Lou Ann:

This letter sets forth the agreement between you and Pacific Sunwear of California, Inc. (the “Company”) regarding the terms of your retention bonus opportunity.

You will be entitled to receive a retention bonus of One Hundred Forty-Seven Thousand Dollars ($147,000) if either (1) you continue to be employed by the Company in your current role within the demo organization through February 15, 2008 and you continue to fulfill your duties in accordance with all Company policies through that date, or (2) you continue to fulfill your duties in accordance with all Company policies but the Company terminates your employment without “Cause” (as that term is defined in the Company’s Executive Severance Plan (the “Severance Plan”)) before February 15, 2008 and you satisfy all of the conditions under the Severance Plan to be entitled to severance benefits under that plan (in which case this benefit will be in addition to your severance benefits otherwise payable in the circumstances under the Severance Plan). You will not be entitled to receive the retention bonus if your employment with the Company terminates for any other reason prior to February 15, 2008.

If you become entitled to a retention bonus hereunder, the bonus will be paid in a cash lump sum, subject to applicable tax withholding, on or as soon as practicable after February 15, 2008 (and in all events within two and one-half months after that date), except that if you become entitled to a retention bonus pursuant to a termination of your employment by the Company without Cause, your retention bonus will be paid at the same time as your initial cash severance payment under the Severance Plan.

Nothing contained in this letter agreement constitutes an employment or service commitment by the Company (or any of its affiliates), affects your status as an employee at will who is subject to termination without cause at any time, or interferes in any way with the Company’s right (or the right of its affiliates) to change your compensation or other terms of employment at any time. This letter agreement contains all of the terms and conditions of your retention bonus opportunity and supersedes all prior understandings and agreements, written or oral, between you and the Company with respect thereto. This letter agreement may be amended only by a written agreement, signed by an authorized officer, that expressly refers to this letter agreement.

If this letter accurately sets forth our understanding and agreement as to the foregoing matters, please acknowledge your agreement with the foregoing by signing the enclosed copy of this letter and returning it to me.

Sincerely,
 

/s/ SALLY FRAME KASAKS  

Sally Frame Kasaks 

Chief Executive Officer 

Agreed to and Accepted:
By:	/s/ LOU ANN BETT
Name:	Lou Ann Bett

2