Exhibit 10.21


 


THE MARCUS CORPORATION

2004 EQUITY AND INCENTIVE AWARDS PLAN

RESTRICTED STOCK AGREEMENT


 


THIS RESTRICTED STOCK
AGREEMENT (“Agreement”) is made and entered into as of the grant date specified on the attached cover page (the
“Grant Date”) by and between THE MARCUS CORPORATION, a Wisconsin corporation (the “Company”), and the Participant
named on the attached cover page (the “Participant”).


 


WITNESSETH:


 


WHEREAS, the terms
of The Marcus Corporation 2004 Equity and Incentive Awards Plan (the “Plan”), to the extent not stated herein, are
specifically incorporated by reference in this Agreement and defined terms used herein which are not otherwise defined shall have
the meaning set forth in the Plan;


 


WHEREAS, the Plan
provides for the grant of various equity-based incentive awards, including grants of restricted shares of the Company’s Common
Stock, $1 par value (“Common Stock”), to be granted to certain key employees of the Company or a subsidiary thereof;


 


WHEREAS, the Participant
is now employed by the Company or a subsidiary thereof in a key capacity and has exhibited judgment, initiative and efforts which
have contributed materially to the successful performance of the Company; and


 


WHEREAS, the Company
desires to grant the Participant the Restricted Stock (as defined below) in recognition of Participant’s past and expected
future efforts as an employee of the Company or a subsidiary thereof and to provide the Participant with the opportunity to increase
his stock ownership in the Company.


 


NOW, THEREFORE,
in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and
agree as follows:


 


1.    Grant
of Restricted Stock. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants the Participant
the number of shares of Common Stock set forth on the attached cover page (the “Restricted Stock”).


 


2.    Restrictions.
The Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. Notwithstanding the
foregoing, except as otherwise provided in Section 3, such restrictions shall lapse and the Restricted Stock shall vest with respect
to the following amounts of Restricted Stock in accordance with the following schedule provided that the Participant is then still
employed by the Company or a subsidiary on the relevant date below:


 


	Elapsed Period of Time after the Grant Date	 	Cumulative
    Percentage of

    Restricted Stock no Longer 

    Subject to Restrictions	 
	Prior to the second anniversary of the Grant Date	 	 	0	%
	From and after the second anniversary of the Grant Date	 	 	50	%
	From and after the fourth anniversary of the Grant Date or the date referred to in paragraph 3(a)	 	 	100	%



 




    	 



     


    

 


The period during which any of the Restricted
Stock is subject to the restrictions in this Section 2 shall hereinafter be referred to as the “Restriction Period”
with respect to the portion of the shares of Restricted Stock still subject to restriction. The Committee, as the administrator
of the Plan, may, at any time or from time to time, accelerate all or any part of the Restriction Period with respect to all or
any portion of the Restricted Stock.


 


3.    Termination
of Employment; Change in Control.


 


(a)    If
the Participant dies while he is in the employ of the Company or any subsidiary, or if his employment is terminated by reason of
his retirement in accordance with the then effective retirement plan or policy of the Company or any subsidiary, or his permanent
disability, the Restriction Period shall automatically terminate and all of the shares of the Restricted Stock shall be free of
all restrictions imposed by Section 2.


 


(b)    If
the Participant’s employment is terminated by the Company or any subsidiary for any reason or if the Participant terminates
his employment with the Company or any subsidiary for any reason (other than, in each case, one of the reasons set forth in Section
3(a)), then any shares of Restricted Stock which then remain subject to the restrictions of Section 2 at the date of such termination
shall automatically be forfeited and returned to the Company.


 


4.    Deposit
of Restricted Shares. One or more certificates evidencing the shares of Restricted Stock shall be issued by the Company in
the Participant’s name. The Company shall cause the issued certificate(s) to be delivered to the Secretary of the Company
(or his designee) as a depository for safekeeping until a forfeiture occurs or the restrictions imposed by Section 2 hereof terminate.
Promptly after the restrictions imposed by Section 2 hereof terminate with respect to some or all of the shares of Restricted Stock,
the Company shall deliver stock certificates representing such shares to Participant. Upon request of the Company, Participant
shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock then subject to the restrictions
of Section 2.


 


5.    Securities
Law Restrictions; Market Stand-Off. In addition to the restrictions set forth above, the shares of Restricted Stock granted
hereunder may not be sold or offered for sale except pursuant to an effective registration statement under the Securities Act of
1933, as amended (the “Act”), or in a transaction which, in the opinion of legal counsel for the Company, is exempt
from the registration provisions of the Act. In connection with any underwritten public offering by the Company of its equity securities
pursuant to an effective registration statement filed under the Act, you agree that you shall not directly or indirectly sell,
make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase
any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions
with respect to, any shares acquired under this Agreement (whether or not subject to restrictions or risk of forfeiture at the
time of such offering) without the prior written consent of the Company and the Company’s underwriters. Such restriction
shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the
Company or such underwriters. In no event, however, shall such period exceed one hundred eighty (180) days. In addition, if required
by underwriters for the Company, you agree to enter into a lock-up agreement with respect to any shares acquired under this Agreement.


 




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6.    Voting
Rights; Dividends and Other Distributions. During the Restriction Period and prior to any forfeiture of the Restricted Stock,
the Participant will, subject to the restrictions set forth in Section 2, have all rights as a shareholder with respect to the
shares of Restricted Stock which then remain subject to such restrictions (including voting rights and the right to receive dividends
or other distributions the record date for which occurs prior to the forfeiture of the Restricted Stock); provided, however,
that if any such dividends or distributions are paid in stock of the Company, such shares shall be subject to the same restrictions
and risk of forfeiture as the Restricted Stock with respect to which they were paid.


 


7.    Tax
Withholding.


 


(a)    No
later than the date as of which an amount first becomes includable in the Participant’s gross income for federal income tax
purposes with respect to the Restricted Stock, the Participant shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect
to such amount. The obligations of the Company under this Agreement and the Plan, including the obligation to release from custody
the Restricted Stock upon the expiration of the Restriction Period, shall be conditional on the Participant making such payment
or arrangements, and the Company and any Affiliate shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the Participant.


 


(b)    The
Participant shall be permitted to satisfy the Company’s tax withholding requirements by delivering shares of previously owned
Common Stock having a fair market value (as determined by the Committee) on the date income is recognized by the Participant (the
“Tax Date”) equal to the minimum amount required to be withheld. If the number of shares of Common Stock determined
pursuant to the preceding sentence shall include a fractional share, the number of shares delivered shall be reduced to the next
lower whole number and the Participant shall deliver to the Company cash in lieu of such fractional share, in an amount equal to
the Common Stock’s then fair market value as determined by the Committee, or otherwise make arrangements satisfactory to
the Company for payment of such amount.


 


8.    No
Right to Employment. It is fully understood that nothing contained in this Agreement or the Plan shall be deemed to confer
upon the Participant any right to continue in the employ of the Company or any subsidiary, nor to interfere in any way with the
right of the Company or any subsidiary to terminate the employment of the Participant at any time for any reason.


 


9.    Interpretation
by Committee. As a condition of the granting of the Restricted Stock, the Participant agrees, for himself and his legal representatives,
that the Plan and this Agreement shall be subject to discretionary interpretation by the Committee and that any interpretation
by the Committee of the terms of the Plan and this Agreement shall be final, binding and conclusive on the Participant and his
legal representatives in all respects and shall not be subject to challenge or dispute by the Participant or his legal representatives.


 


10.    Modification.
Subject to the applicable provisions of the Plan, at any time and from time to time the Committee may direct execution of an instrument
providing for the modification, extension or renewal of this Agreement; provided, however, that no such modification,
extension or renewal shall (a) confer on the Participant any right or benefit which could not be conferred on him by a grant of
restricted shares of Common Stock under the Plan at such time or (b) except to the extent the Committee determines that such modification,
extension or renewal is in the best interest of the Participant or any other person(s) as may then have an interest in the Restricted
Stock, materially and adversely affect the value of the Restricted Stock without the written consent of the Participant.


 




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11.    Miscellaneous.


 


(a)    If
the Company fails to enforce any provision of this Agreement at any time, that failure will in no way constitute a waiver of such
provision or of any other provision hereof.


 


(b)    If
any provision of this Agreement is held illegal, unenforceable or invalid for any reason, such illegality, unenforceability or
invalidity will not affect the legality, enforceability or validity of the remaining provisions of this Agreement, and the Agreement
will be construed and enforced as if the illegal, unenforceable or invalid provision had not been included in the Agreement.


 


(c)    This
Agreement will be binding on and inure to the benefit of the Participant and the Participant’s heirs and personal representatives
and to benefit of the Company and its successors and legal representatives.


 




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