[Non-Employee Director]  



THE MARCUS CORPORATION
2004
EQUITY INCENTIVE PLAN 
 STOCK OPTION AWARD




     [Name]
[Address] 

[Telephone]: (___) ____-_____ 



Dear
_____________________: 



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: 



		
	Grant Date:	__________, 200__
	  	  
	Type of Option:	Nonqualified
	  	  
	Number of Option Shares:	 __________________
	  	  
	Exercise Price per Share:	$_____________
	  	  
	Termination Date:	                      This Option will  terminate  upon the close of business at the Company  headquarters
                                       on the earlier of:

	  	  
	 	 •  
    The tenth (10th) anniversary of the Grant Date, or 

	  	  
	 	 •  
    One hundred and eighty (180) days after you cease serving on the Board of
Directors for any reason. 

	  	  
	Manner of Exercise:	                    You may  exercise  this  Option in whole or part at any time  until the  Termination
                                       Date. 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 exercise 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)  that have been held for at least six (6)
                                       months or purchased on the open market; or (4) any combination of the foregoing.

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

	  	  
	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,  except as
                                       provided by Section  180.0622(2)(b) of the Wisconsin  Business  Corporation Law. The
                                       grant of this  Option  does not confer on you any right to  continue in service as a
                                       director  with the Company.  The Board of Directors  or the  Company's  shareholders
                                       may terminate your status as a director  consistent  with the Company's  Articles of
                                       Incorporation and Bylaws.

	  	  
	Board and 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 Board of Directors
                                       may  modify,  amend or extend  this  Option at any time and for any reason  provided
                                       that no  modification,  extension or renewal will alter,  impair or adversely affect
                                       this Option without your written consent.







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. 



BY ACCEPTING THIS STOCK
OPTION AWARD, YOU AGREE TO ALL OF THE 
TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE
PLAN.  






__________________________________________

Authorized Officer