[Employee] 



THE MARCUS
CORPORATION
2004 EQUITY INCENTIVE PLAN  
STOCK OPTION AWARD  



You have been granted an option (this
“Option”) to purchase shares of common stock of The Marcus Corporation (the
“Company”) under The Marcus Corporation 2004 Equity Incentive Plan (the
“Plan”) with the following terms and conditions: 



	Overview of Option: 	See
the cover page for the Grant Date, the number of Options granted, and the Option Price
per Share. 






	Expiration Date: 	This
Option will expire upon the close of business at the Company headquarters on the
Expiration Date listed on the cover page, subject to earlier termination as described
under “Termination of Employment” below. 






	Vesting Schedule:  	This
Option will vest and become exercisable as set forth on the cover page.






	 	
This
Option will become fully vested if you die while employed by the Company or a subsidiary.
Upon any other termination of employment from the Company or a subsidiary, you will
forfeit the portion of this Option that is not vested as of the date of your termination. 






	Manner of Exercise: 	You
may exercise this Option only to the extent vested and only if this Option has not
expired or terminated. During your lifetime, only you (or your legal representative in
the event of your disability) may exercise this Option. If someone else wants to exercise
this Option after your death, that person must contact the Secretary of the Company and
prove to the Company’s satisfaction that he or she is entitled to do so. 






	 	
To
exercise this Option, you must provide notice to the Secretary of the Company on such
form as the Secretary prescribes. Your notice must be accompanied by payment of the
aggregate option price: (1) in cash; (2) by check or money order made payable to the
Company; (3) by delivering previously owned Shares, duly endorsed in blank or accompanied
by stock powers duly endorsed in blank (which will be valued at their Fair Market Value
on the date of exercise); (4) by delivering Shares (which will be valued at their
Fair Market Value on the date of exercise) otherwise receivable upon exercise of this
Option; or (5) any combination of the foregoing. If, and to the extent you have not
exercised this Option on its Expiration Date, and the Fair Market Value of the Shares to
which this Option relates exceeds the exercise price thereof, then this Option will be
automatically exercised on your behalf through the method described in clause (4) above
to the extent this Option is otherwise vested. If this Option is designated on the cover
page as an Incentive Stock Option, then this Option will be treated for tax purposes as a
Non-Qualified Stock Option if alternative (4) above is used to pay the aggregate option
price. 






	 	
Your
ability to exercise this Option may be restricted by the Company if required by
applicable law. 














	Termination of Employment: 	If
your employment with the Company or a subsidiary terminates for other than “Cause” (as
defined below), this Option will terminate upon the close of business at the Company
headquarters as follows: 






	 	•	If
your employment terminates as a result of death, Disability (as defined below) or
Retirement (as defined below), this Option will terminate one hundred and eighty (180)
days after the date of your termination of employment. 






	 	•	If
your employment terminates for any other reason, this Option will terminate ninety (90)
days after the date of your termination of employment. 






	 	
For
purposes hereof, “Disability” means that you are unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or last for a continuous period of at
least twelve (12) months. For purposes hereof, “Retirement” means termination
of employment from the Company or a subsidiary on or after meeting the age and service
requirements for early or normal retirement under a defined benefit pension plan in which
you participate as an employee of the Company or a subsidiary, or as defined under the
Company’s or subsidiary’s retirement policy. 






	 	
If
your employment is terminated for Cause, this entire Option (whether vested or nonvested)
will immediately terminate. For this purpose, (1) if you are subject to an employment
agreement with the Company or an affiliate that includes a definition of “Cause,” that
definition shall apply for purposes hereof, or (2) in any other case, “Cause” means
any act or omission that is deemed contrary to the interests of the Company or any
subsidiary or not in the interests of the Company or any subsidiary, as determined by the
Board of Directors or Committee. 






	 	
However,
in no event will this Option be exercisable after its Expiration Date. 






	Tax Withholding: 	If
this Option is designated on the cover page as an Incentive Stock Option (unless you
exercise this Option by delivering Shares otherwise receivable upon exercise of this
Option), no withholding taxes are due upon exercise. 






	 	
If
this Option is designated on the cover page as a Nonqualified Stock Option (or if this
Option is designated as an Incentive Stock Option and you exercise this Option by
delivering Shares otherwise receivable upon exercise of this Option), at the time of
exercising this Option, you must pay to the Company the amount of withholding taxes due
as a result of the exercise. You may pay the withholding taxes due: (1) in cash; (2) by
check or money order made payable to the Company; (3) by delivering previously owned
Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank
(which will be valued at their Fair Market Value on the date of exercise); (4) by
delivering Shares (which will be valued at their Fair Market Value on the date of
exercise) otherwise receivable upon exercise of this Option; or (5) any combination of
the foregoing. The Company may also permit you to pay the withholding taxes by other
means, such as deductions from your paycheck. 







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	Transferability: 	You
may not transfer or assign this Option for any reason, other than under your will or as
required by intestate laws, unless otherwise permitted by the Committee. Any attempted
transfer or assignment will be null and void. 






	Restrictions on Resale: 	By
accepting this Option, you agree not to sell any Shares acquired under this Option at a
time when applicable laws, Company policies (including, without limitation, the Company’s
insider trading policy) or an agreement between the Company and its underwriters prohibit
a sale. 






	Optionee Rights: 	You
are not considered a Company shareholder until you exercise this Option, pay all
withholding taxes due, and receive a certificate for the Shares. Shares issued under this
Option will be fully paid and nonassessable by the Company. The grant of this Option does
not confer on you any right to continue in employment with the Company or a subsidiary.
The Company or subsidiary may terminate your employment at any time for any reason. 






	Committee Authority: 	By
accepting this Option, you agree (including on behalf of your legal representatives or
beneficiaries) that the Plan and this Option are subject to discretionary interpretation
by the Committee and that any such interpretation is final, binding and conclusive on all
parties. In addition, the Committee may modify, amend or extend this Option at any time
and for any reason, including accelerating the vesting of this Option, provided that no
modification, extension or renewal will alter, impair or adversely affect this Option
without your written consent and provided further that the Committee may not take any
action that would reduce the Exercise Price other than pursuant to Section 4(b) of the
Plan. 






This Option is granted under and
governed by the terms and conditions of the Plan. Additional provisions regarding this
Option and definitions of capitalized terms used and not defined in this Option can be
found in the Plan. 











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