Summary of MARCUS CORP - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2009, the Compensation Committee (the "Committee") of the Board of Directors of The Marcus Corporation (the "Company") adopted a new long-term incentive plan (the "LTIP") for the Company's senior executives. The LTIP includes a mix of three compensation elements: stock options (typically expected to constitute approximately 50% of each annual long-term incentive award), performance cash (typically expected to constitute approximately 40% of each annual long-term incentive award) and restricted stock (typically expected to constitute approximately 10% of each annual long-term incentive award). The performance cash component's measurement period will initially be three years, and is expected to be increased to up to a five-year measurement period in the future. The performance measures for the performance cash component will initially be the Company's three-year average return on invested capital ("ROIC") and its three-year adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") growth rate, each of which will be measured and calculated independently of each other, but with the relative achievement of the Company's ROIC levels weighted 75% of the targeted total pay-out amount and the Company's relative achievement of its Adjusted EBITDA growth rate weighted 25%. Under the LTIP, if the Company's relative ROIC and/or Adjusted EBITDA growth rate over the three-year measurement period is equal to the 25th percentile of the respective Russell 2000 ROIC and/or Adjusted EBITDA growth rate over the measurement period, then the payment made to the LTIP participants will be equal to 25% of the target pay-out amount for such respective performance measure. If the Company achieves performance of either or both measures equal to the 50th percentile, then the pay-out will be 100% of the target pay-out amount for such respective performance measure. If the Company achieves performance of either or both measures equal to the 75th percentile, then the pay-out will be 150% of the target pay-out amount for such respective performance measure. Performance achievements in between these percentiles will result in pro rated pay-outs based on the foregoing pay-out ratios.

On July 7, 2009, the Committee also amended the Company's Variable Incentive Plan to provide it with additional options and flexibility for determining a participant's target annual incentive opportunity. Under the amended plan (the "Amended VIP"), a participant's target annual incentive bonus opportunity may now be expressed as either (1) a percentage of the participant's base salary,
(2) a percentage of a selected financial measure, (3) a fixed dollar amount, or
(4) a combination of (1), (2) and/or (3). Also under the Amended VIP, Company-specific financial measures may include adjusted earnings before interest, taxes, depreciation and amortization, adjusted pre-tax income and/or adjusted division income.

The Amended VIP is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The brief summary of the material provisions of the Amended VIP set forth above is qualified in its entirety by reference to the Amended VIP filed as an exhibit hereto.

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