Summary of Board Compensation for Non-Employee Directors of Pacific Sunwear of California, Inc.

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Summary

This document outlines the compensation structure for non-employee directors of Pacific Sunwear of California, Inc. for the year ending January 28, 2006, and the revised structure effective January 29, 2006. Non-employee directors receive annual retainers, attendance fees for board and committee meetings, and reimbursement for meeting expenses. They also receive annual stock options. Executive officers serving as directors do not receive additional compensation for board service. The compensation amounts and structure are specified for both the current and upcoming periods.

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EX-10.1 2 a14809exv10w1.htm EXHIBIT 10.1 Exhibit 10.1  

EXHIBIT 10.1
SUMMARY OF BOARD COMPENSATION
During the year ending January 28, 2006, 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
$20,000
  Board member annual retainer, disbursed in five equal payments for each regularly scheduled Board meeting.
5,000
  Audit committee chairman annual retainer, disbursed in same manner as Board member annual retainer.
3,000
  Attendance fee for each in-person Board meeting.
750
  Attendance fee for each telephonic Board meeting or committee meeting of any kind.
On November 16, 2005, the Board of Directors approved the following compensation for non-employee directors of the Company, effective January 29, 2006.
     
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 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 option 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. Greg H. Weaver and Seth R. Johnson, who are executive officers of the Company, are not and will not be paid any fees or additional remuneration for their services as members of the Board of Directors.