Exhibit 10.10 



THE MARCUS CORPORATION 
LONG-TERM INCENTIVE PLAN
(LTIP) TERMS 



	I.  	Plan
Sponsor: 






	 	
This
Long-Term Incentive Plan (“LTIP”) will be sponsored by The Marcus Corporation
(the “Company”).  






	II.  	Plan
Objectives: 






	 	
The
objectives of the LTIP are to:  






	 	•	Reward key
employees for their contributions to the longer-term profitability, return and growth of
the Company.






	 	•	Focus
key employees on the long-term success of the Company and promote retention. 






	 	•	Align
key employee rewards with shareholder interests. 






	 	•	Provide
competitive total compensation opportunities. 






	III.  	Effective
Date: 






	 	
This
LTIP will become effective as of July 7, 2009 for the Company’s fiscal 2010 year
ending May 2010 and for subsequent fiscal years.  






	IV.  	Plan
Year: 






	 	
A
plan year will coincide with the Company’s fiscal year (“Plan Year”).  






	V.  	Administration: 






	 	
This
LTIP will be administered by the Compensation Committee of the Company’s Board of
Directors (the “Committee”), which reserves the authority to amend, interpret or
terminate this LTIP in whole or in part at any time. The Committee may delegate
responsibility for this LTIP’s ministerial functions to such officers of the Company
as it determines in its sole discretion from time to time. 






	VI.  	Eligibility
and Participation: 






	 	
All
employees of the Company who are members of the Company’s Executive Committee are
eligible to participate in this LTIP. Participants will be selected annually by the
Committee or at such other times as the Committee may determine. 






	VII.  	Grant
of LTIP Awards: 






	 	
Unless
determined otherwise by the Committee, each Plan Year, participants selected by the
Committee may be granted all or some of the following LTIP awards, which will initially be
weighted as described below (or as otherwise determined by the Committee) based on the
total LTIP award determined by the Committee to be provided to the participant for that
Plan Year: 






	 	• 	Stock
option award – 50% weight 





	 	•	Restricted
stock award – 10% weight 















	 	• 	LTI
cash award – 40% weight 






	 	
The
stock option and restricted stock grant components of each LTIP award will be made under,
and will be subject to all of the terms and conditions of, the Company’s 2004 Equity
Incentive Plan. The LTI cash award will be subject to the terms and conditions described
herein. 






	VIII.  	LTI
Cash Award Terms: 






	 	A. 	LTI
Target Opportunity:






	 	
Each
participant’s LTI cash award target opportunity will be expressed as either a
percentage of the participant’s base salary at the beginning of the performance
period, a percentage of a selected financial measure, a fixed dollar amount or a
combination thereof, as determined by the Committee. 






	 	B. 	LTI
Cash Award Performance Period: 






	 	
The
performance period for the LTI cash award will initially be a period of three consecutive
fiscal years of the Company and is expected to be increased to up to a five-year
measurement period in the future, unless otherwise determined by the Committee. The
initial performance period for LTI cash awards granted in fiscal 2010 will be fiscal 2010
through fiscal 2012. 






	 	C. 	LTI
Cash Award Opportunity Weighting and Allocation:






	 	
LTI
cash awards will be earned if either the ROIC goal or the EBITDA goal is achieved for the
performance period. Each LTI cash award will be initially weighted 75% ROIC and 25% EBITDA
growth rate, or such other weights as the Committee may determine. The goals operate
independently – an award will be paid if the ROIC goal is met, even if the EBITDA
growth rate goal is not. 






	 	D. 	Financial
Performance Goals:






	 	
1.                          The
initial financial performance goals for the LTI cash award shall be average
                    ROIC and Adjusted EBITDA compound annual growth for the performance
period, or                     such other goals as the Committee may determine.  






	 	
2.                         “ROIC” equals
the Company’s income, determined before                     extraordinary items but
reduced by any preferred dividends, divided by the                     Company’s
total invested capital, as determined by the Company’s Chief
                    Financial Officer, subject to confirmation by the Committee. Total
invested                     capital is the sum of the value of the Company’s
long-term debt, any                     preferred stock (carrying value), minority
interest (balance sheet) and total                     common equity.  






	 	
3.                         Average
ROIC for the performance period will be determined by averaging the
                    ROIC for each fiscal year of the Company within the performance
period.  






	 	
4.                         “Adjusted
EBITDA” equals the Company’s operating income before
                    reductions for interest, taxes, depreciation and amortization and
preopening                     expenses, plus any gains or losses from unconsolidated
joint ventures, as                     determined by the Company’s Chief Financial
Officer, subject to                     confirmation by the Committee.  







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5.                         Adjusted
EBITDA growth rate for the performance period will be the compound
                    annualized rate of growth of Adjusted EBITDA, measured starting with
the                     Company’s Adjusted EBITDA for the fiscal year prior to the
beginning of the                     performance period and ending with the Company’s
Adjusted EBITDA for the                     last fiscal year of the performance period.
For example, for the fiscal 2010                     through fiscal 2012 performance
period, the growth rate will be calculated based                     on the compound
annualized rate of growth from the end of fiscal 2009 through                     fiscal
2012, and by using the Company’s Adjusted EBITDA for its fiscal 2009
                    as the beginning basis for such measurement.  






	 	
6.                         The
Compensation Committee retains the ability to consider whether an
                    adjustment of the financial goals for any year within the performance
period is                     necessitated by exceptional circumstances. This ability is
intended to be                     narrowly and infrequently used.  






	 	E. 	LTI
Cash Award Calculation:






	 	
1.                         The
first step in determining a LTI cash award payment is to determine the
                    Company’s average ROIC and Adjusted EBITDA compound growth rate
for the                     performance period, as described above.  






	 	
2.                         The
second step is to rank the Company’s actual performance for each such
                    financial metric against the same financial metric determined for
companies                     included in the Russell 2000 index (the “Peer Group”)
for the                     performance period.  






	 	
3.                         If
the Company’s actual performance for a financial metric is in the
                    25th percentile of the Peer Group, then 25% of the
applicable                     participant’s LTI cash award target opportunity for
that financial metric                     will have been earned. If the Company’s
actual performance for a financial                     metric is in the 50th percentile
of the Peer Group, then 100% of the                     applicable participant’s LTI
cash award target opportunity for that                     financial metric will have
been earned. If the Company’s actual performance                     for a financial
metric is in the 75th percentile of the Peer Group,                     then
150% of the applicable participant’s LTI cash award target opportunity
                    for that financial metric will have been earned.  






	 	
4.                         If
the Company’s actual performance for a financial metric is below the
                    25th  percentile of the peer group, no LTI award for that
financial                     metric will be payable for that performance period.  






	 	
5.                         If
the Company’s actual performance for a financial metric is above the
                    75th  percentile of the Peer Group, no more than the
maximum LTI cash                     award for that financial metric will be payable for
that performance period.  






	 	
6.                         The
table below illustrates how the “interval” created by these
                    levels of achievement will determine the actual LTI cash award payout
applicable                     to each financial metric:  








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	Threshold - 25th

percentile of

peer group
	Target - 50th

percentile of

peer group
	Maximum - 75th

percentile of

peer group

	LTI Cash Award Earned	25% of target	100% of Target	150% of Target
	








	 	
7.                         If
the Company’s actual financial performance falls between the threshold,
                    target and maximum levels, then the percentage of LTI cash award
earned will be                     interpolated.  






	 	
8.                         The
actual LTIP cash award earned is calculated by multiplying the percentage
                    of target LTI cash award earned (as calculated above) for the
applicable                     financial metric (either average ROIC or EBITDA growth) by
the                     participant’s target LTI cash award attributable to the
achievement of that                     financial metric. If the target LTI cash award is
expressed as a percentage of                     salary, this percentage is then
multiplied by the participant’s base salary                     for the first fiscal
year of the performance period to calculate the amount of                     the
participant’s LTI cash award attributable to the achievement of the
                    particular financial goal. If the target LTI cash award is expressed
as a                     percentage of a selected financial metric or fixed dollar
amount, the calculated                     percentage is multiplied by the identified
metric or amount.  






	 	
9.    Attachment
A provides an example of the LTIP cash award calculation.  






	 	F. 	Eligibility
for Incentive Award:






	 	
To
receive an LTI cash payment for a performance period, a participant must be employed on
the date on which LTI cash awards are actually paid to LTIP participants, except as
described under “Termination of Employment” below. 






	 	G. 	Form
and Timing of LTI Cash Payout:






	 	
LTI
cash amounts earned will be paid in cash following the end of the performance period. It
is anticipated that payment on earned LTI cash awards will be made within 75 days
following the end of the performance period. 






	 	H. 	New
Hires and Promotions:






	 	
An
employee who is hired or promoted into an Executive Committee position would be eligible
for an LTI cash award during the next available performance period at the discretion of
the Committee. 






	 	I. 	Transfers:






	 	
Subject
to Section VIII(J) below, participants who transfer out of the Executive Committee during
a performance period (but who otherwise remain employed by the Company) will receive a
prorated LTI cash payment based on the number of months worked as a member of the
Executive Committee during the applicable performance period, rounded to the nearest whole
month, as a fraction of the total number of months in the applicable performance period,
unless otherwise determined by the Committee. 







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	 	J. 	Termination
of Employment:






	 	1. 	Voluntary
or Involuntary Termination: 






	 	
Notwithstanding
any other provision of this LTIP, upon an employee’s voluntary termination of
employment or the involuntary termination of an employee’s employment by the Company
with or without cause, any LTI cash award that otherwise would have been earned will be
forfeited in its entirety. 






	 	2. 	Retirement: 






	 	
Notwithstanding
any other provision of this LTIP, upon a participant’s retirement from the Company at
normal or early retirement age, a prorated LTI cash award payment will be made based on
the number of months the participant was employed during the performance period, rounded
to the nearest whole month, as a fraction of the total number of months in the applicable
performance period, unless otherwise determined by the Committee. This payment will be
made at the time that LTI cash awards are otherwise normally paid to active participants,
and will be based on actual goal achievement. 






	 	3. 	Death: 






	 	
Notwithstanding
any other provision of this LTIP, upon a participant’s death, a prorated LTI cash
award payment will be made to his/her beneficiary as designated under the Company’s
Pension Plus Plan, or if no beneficiary has been designated, to the participant’s
estate, based on the number of months the participant was employed during the performance
period, rounded to the nearest whole month, as a fraction of the total number of months in
the applicable performance period, unless otherwise determined by the Committee. This
payment will be made at the time that LTI cash awards are otherwise normally paid to
active participants, and will be based on actual goal achievement. 






	 	4. 	Disability: 






	 	
Notwithstanding
any other provision of this LTIP, upon termination of a participant’s employment due
to permanent disability, as defined in the Company’s Long-Term Disability Plan, a
prorated LTI cash award payment will be made based on the number of months the participant
was employed during the performance period, rounded to the nearest whole month, as a
fraction of the total number of months in the applicable performance period, unless
otherwise determined by the Committee. This payment will be made at the time that LTI cash
awards are otherwise normally paid to active participants, and will be based on actual
goal achievement. 






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Attachment A:
Illustration of LTI Cash Award Calculation
(Target Award Expressed as a Pct. of Salary) 



Assumptions: 



			
	Base Salary		$500,000
	  Total LTI Opportunity		50%
	           (all awards)
	Performance Period		3 years
	
                 	% of Salary	Dollars
	Total LTI Cash Target Bonus Opportunity	20%	$100,000
	             Based on EBITDA Growth (25%)	5%	$25,000
	             Based on Avg. ROIC (75%)	15%	$75,000
	 
	Financial Measure Table - Threshold/Maximum
	                  	3-Year 
EBITDA	% of Target 
	             Russell 2000 Index	Growth	Bonus Earned
	                25th Percentile	1%	25%
	                50th Percentile	12%	100%
	                75th Percentile	29%	150%
	 
	             Marcus Corp.	3% (30th	39%
	                  	percentile)
	 
	             Russell 2000 Index	3-Year Avg.	% of Target 
	                  	ROIC	Bonus Earned
	                25th Percentile	1%	25%
	                50th Percentile	6%	100%
	                75th Percentile	11%	150%
	 
	             Marcus Corp.	5% (45th	85%
	                   	percentile)
	







Calculation: 



		
	LTI Cash Award Earned	 
	             3-Year EBITDA Growth (39% of $25,000 target opportunity)	$9,750 
	             3-Year Avg. ROIC (85% of $75,000 target opportunity)	63.750 
	                 Total Incentive Award	$73,500   




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