[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)  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.

	  	  
	  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,  no
                                    withholding taxes are due upon exercise.

	  	  
	   	                                     If this Option is designated on the cover page as a Nonqualified  Stock 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),  provided that Shares may be used to pay only the minimum  withholding taxes
                                    due; or (4) 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.

	  	  
	  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  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.






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.