POWER OF
ATTORNEY
SECTION 16 REPORTS
I
hereby make, constitute and appoint each person who at the time of acting
pursuant to
this Power of Attorney is Chief Executive Officer, Chief Financial Officer or
Vice President of
Finance of Pacific Sunwear of Califomia, Inc. (the Company), each
acting singly, my true and
lawful attorney-in-fact to:
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prepare, sign, acknowledge, deliver and file for me and on my behalf,
Forms 3, 4 and 5 and
any amendments thereof in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the 1934 Act) and the rules of the
Securities and Exchange Commission (SEC),
with respect to securities or contracts of (or with respect to) the Company, and
Form ID or
other information to secure any access and any other code and/or CIK number to
permit my filing
via EDGAR; |
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(2) |
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do and perform any and all acts for me and on my behalf which may be
necessary or desirable
to complete any such Form 3, 4 or 5 and file in any authorized manner such
form and this power
of attorney with the SEC and any stock exchange or similar authority; |
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(3) |
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seek or obtain, as my representative and on my behalf, information
concerning transactions
in or with respect to the Companys securities from any third party,
including brokers, employee
benefit plan administrators and trustees, knowing that I hereby authorize any
such person to
release my such information to the attorney-in fact and approve any such release
of information;
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(4) |
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take any other action of any type whatsoever in connection with the
foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to me, in my best interest,
or legally
required of me, it being understood that the documents executed by such
attorney-in-fact on my
behalf pursuant to this Power of Attorney shall be in such form and shall
contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-facts
discretion. |
I
hereby grant to each such attorney-in-fact full power and authority to do and
perform
any and every act and thing whatsoever requisite necessary or proper to be done
in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as I might
or could do if personally present, with full power of substitution or
revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute
or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and
the rights and powers herein granted. This Power of Attorney authorizes, but
does not require,
each such attorney-in-fact to act in his or her discretion on information
provided to such
attorney-in-fact without independent verification of such information. I further
acknowledge
that the foregoing attorneys-in-fact, in serving in such capacity at my request,
are not
assuming, nor is the Company assuming, any of my responsibilities to comply with
Section 16 of
the 1934 Act or any liability I may have with respect to transactions reported
or reportable
thereunder.
This Power of Attorney shall remain in full force and effect until I am no
longer required
to file Section 16 reports with respect to my holdings of and transactions
in or involving
securities issued by the Company, or earlier if I revoke it in a signed writing
delivered to each
of the foregoing attorneys-in-fact.
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9/20/04
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/s/ Michael Goldstein |
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Date
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Signature |
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Michael Goldstein |
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Name |