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[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. |
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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. |
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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. |
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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: |
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• |
If your employment terminates as a result of death, Disability
(as defined below) or Retirement |
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