AMENDED AND RESTATED ARTICLES OF INCORPORATION
PACIFIC SUNWEAR OF CALIFORNIA, INC.
FIRST: The name of the corporation is Pacific Sunwear of California, Inc.
SECOND: The purpose of the corporation is to
engage in any lawful act or activity for which a corporation may be organized
under the general corporation law of
THIRD: The total number of shares of all classes of stock which the corporation shall have authority to issue is 175,859,375 shares, consisting of 5,000,000 shares of Preferred Stock, $.01 par value (the “Preferred Stock”), and 170,859,375 shares of Common Stock, $.01 par value (the “Common Stock”). The Board of Directors of the corporation shall have the full authority permitted by law to fix by resolution full, limited, multiple, fractional, or no voting rights, and such designation, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, of any series that may be desired in respect of the Preferred Stock.
FOURTH: The liability of the directors of the
corporation for monetary damages shall be eliminated to the fullest extent
FIFTH: No holder of any class of stock of the corporation shall be entitled to cumulate votes at any election of directors of the corporation. This provision shall become effective only when the corporation becomes a listed corporation within the meaning of Section 301.5 of the California Corporations Code.
SIXTH: No action required to be taken or which may be taken by shareholders at any annual or special meeting of shareholders of the corporation may be taken without a meeting, and the power of shareholders to consent in writing, without a meeting, to the taking of any action is specifically denied.