THE MARCUS CORPORATION 

1995 EQUITY INCENTIVE
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”). 



W I T N E S S E T H : 



        WHEREAS,
the terms of The Marcus Corporation 1995 Equity Incentive 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 purpose of the Plan is to permit 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 third anniversary of the Grant Date	  0%
	From and after the third anniversary of the Grant Date	 25%
	From after the fifth anniversary of the Grant Date	 50%
	From and after the tenth anniversary of the Grant Date	 75%
	From and after 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           Restricted
Shares 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 Restricted Shares, 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. 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.  





        6.    Voting
Rights; Dividends and Other Distributions. During the Restricted           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); 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 as the Restricted Stock with respect to           which they
were paid.  





        7.    Tax
Withholding.  





	 	        (a)
                     The Company
may require as a condition precedent to the release from custody of           the
Restricted Stock to the Participant that the Participant pay to the Company,           or
otherwise make arrangements satisfactory to the Company for payment of, such
          amount as may be requested by the Company for the purpose of satisfying the
          Company’s tax withholding requirement. If the amount so requested is not
so           paid or if such arrangements are not made, the Company may refuse to
transfer           the certificates representing the Restricted Stock.  










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	 	        (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 Shares, 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.
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) alter, impair or adversely affect this
          Agreement without the written consent of the Participant.  






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