The Marcus Corporation Non-Employee Director Compensation Plan (Effective August 1, 2012)
This agreement outlines the compensation plan for non-employee directors of The Marcus Corporation, effective August 1, 2012. It specifies annual cash retainers, stock grants, stock options, meeting attendance fees, and reimbursement of expenses for board and committee service. Key terms include vesting schedules for restricted stock, immediate vesting for stock options, and different fee amounts for committee chairs and members. The plan ensures non-employee directors are compensated for their service and participation in board and committee meetings.
The Marcus Corporation
Non-Employee Director Compensation Plan
Effective August 1, 2012
| 1. | Annual cash retainer (effective October 2012): | $13,000 |
| 2. | Yearly annual meeting stock grant retainer (common shares): | 753 Shares |
| 3. | Annual FYE restricted stock grant (common shares): Vesting to occur upon the earlier of (i) 100% upon normal retirement from the Board or (ii) 50% upon the third anniversary of the grant date while still serving on the Board and the remaining 50% upon the fifth anniversary of the grant date while still serving on the Board | 1,250 Shares |
| 4. | Board meeting attendance cash fee (effective October 2012): | $3,500 |
| 5. | Non-qualified stock option grant (common shares): Fair market value exercise price (closing sale price) Fully vested and immediately exercisable at grant date | Initial: 1,000 Shares Annual FYE: 1,000 Shares |
| 6. | Committee chairperson meeting attendance cash fee: | Audit: $2,000 Other: $1,500 |
| 7. | Committee member meeting attendance cash fee: | Audit: $1,500 Other: $1,250 |
| 8. | Reimbursement of out-of-pocket expenses: | Yes |
