COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis, or “CD&A,” provides information about our compensation philosophy, principles and processes for our chairman of the board, our chief executive officer, our chief financial officer and our two other most highly compensated executive officers for fiscal 2017 who were serving as executive officers as of December 28, 2017, the last day of fiscal 2017.2018. We sometimes collectively refer to these executive officers in this CD&A as our “named executive officers.”

This CD&A is intended to provide you with a better understanding of why and how we make our executive compensation decisions and facilitate your reading of the information contained in the tables and descriptions that follow this discussion. This CD&A is organized as follows:

Overview of Our Executive Compensation Philosophy

Our executive compensation and benefit programs are designed to advance the following core compensation philosophies and principles:

At our 20172018 annual meeting of shareholders, our shareholders were asked to approve, by advisory vote, the compensation of our named executive officers during fiscal 20162017 as disclosed in the proxy statement for our 20172018 annual meeting. At our 20172018 annual meeting, over 99% of the votes cast and over 98% of all shares entitled to vote at the meeting were voted in favor of the compensation of our named executive officers. In developing our executive compensation and benefit programs that were in effect for fiscal 2017,2018, we considered our shareholders’ resounding approval of our executive compensation and benefit programs for fiscal 20162017 at our 20172018 annual meeting. As a result, and as we describe in this CD&A, we maintained during fiscal 20172018 many of the same executive compensation and benefit programs that were overwhelmingly approved by our shareholders at our 20172018 annual meeting.

In October 2015, we changed our fiscal year end from the last Thursday in May to the last Thursday in December, which resulted in a 31-week transition period ended December 31, 2015, which we refer to in this proxy statement as the “Transition Period.”

Role of Our Compensation Committee

Our Compensation Committee, or “Committee,” attempts to ensure that our executive compensation and benefit programs are consistent with our core compensation philosophies and principles by:

Our Compensation Committee annually engages the services of Willis Towers Watson to provide the Committee with then current survey and benchmarking compensation data on a position-by-position basis for each of our named executive officers on a composite aggregated basis for various selected industry sectors. Specifically, Willis Towers Watson has annually provided our Committee with composite aggregated data respecting the base salary and total cash compensation (i.e., base salary and bonuses) for similarly situated executives at other companies with comparable annual revenue levels in the following sectors: (1) all organizations (including and excluding financial service organizations); (2) all non-manufacturing organizations; (3) service organizations; and (4) leisure and hospitality organizations (including motion picture theatre organizations). The Committee chose these sectors so as to provide it with both a broad scope of applicable executive compensation data to consider, as well as more specific information at similarly-sized companies in comparable sectors. Willis Towers Watson has not provided, and our Compensation Committee has not received, reviewed or considered, the individual identities of the companies which comprised these general sector categories of benchmarked organizations. For each of these sectors, Willis Towers Watson has provided our Committee with aggregated compiled data and identified the 25^th percentile, median and 75^th percentile amounts for the base salary and total cash compensation amounts for executives similarly situated to the named executive officers in each sector. In particular, when reviewing this survey data, our Committee pays particular attention to the composite benchmark salary and cash compensation data related to the service organizations and leisure and hospitality companies, because our Committee believes that they are the most similar to our hotels and resorts and theatre divisions. In connection with our Committee’s long-term equity-based incentive award grants, Willis Towers Watson also provided our Committee with composite aggregated data regarding the value of competitive long-term incentive plans for similarly situated executives at other companies with comparable revenue levels, identifying the 25^th percentile, median and 75^th percentile amounts.

Our Compensation Committee has the final authority to engage and terminate any compensation consultant, including Willis Towers Watson, and is responsible for periodically evaluating any compensation consultant that it engages. Our Compensation Committee also has the responsibility to consider the independence of any compensation consultant before engaging the consultant. Prior to Willis Towers Watson’s appointment for fiscal 2017,2018, our Compensation Committee reviewed the independence of

In addition to Willis Towers Watson’s work for our Compensation Committee, a different division of Willis Towers Watson provides actuarial services and pension plan consulting to us. In fiscal 2017,2018, we paid such division approximately $32,000$49,000 for such actuarial and pension plan services which, given the relative sizes of both our organizations, we believe to be a relatively immaterial amount. As a result, our Compensation Committee concluded that Willis Towers Watson’s provision of such actuarial and pension plan consulting services does not raise any conflict of interest.

In February 2018,2019, our Compensation Committee conducted a thorough risk assessment of our compensation policies and practices. Our Committee evaluated the levels of risk-taking that could be potentially encouraged by each of our material compensation arrangements, after taking into account any relevant risk-mitigation features. As a result of this review, our Committee concluded that our compensation policies and practices do not encourage excessive or unnecessary risk-taking.

Total Compensation

The compensation paid to our named executive officers consists of four main elements: (1) salary; (2) an annual incentive cash bonus; (3) a long-term incentive compensation award, which includes an annual stock option grant, an annual restricted stock award and an annual long-term performance cash award; and (4) other benefits, including those made available under our employee benefit plans. The combination of these elements is intended to provide our named executive officers with fair and competitive compensation that rewards corporate and individual performance and helps attract, retain and motivate highly qualified individuals who contribute to our long-term success and value creation. Additionally, these compensation elements, particularly our annual incentive cash bonus and long-term incentive awards, are designed to foster a shareholder mentality and the continuation of our entrepreneurial spirit by encouraging our executives to take appropriate market-responsive risk-taking actions that help create long-term shareholder value.

While the relative amounts of salaries and benefits provided to our named executive officers are intended to be set at competitive levels compared to our surveyed group of benchmarked sectors, we provide our executives with the opportunity to earn significant additional amounts through performance-based annual cash bonuses and long-term incentive compensation programs.

For fiscal 2017,2018, the total cash compensation (i.e., salary and annual cash bonus) paid to our named executive officers generally fell between the 50^th and 75^th percentile of the total cash compensation amounts paid to executives holding equivalent positions at our surveyed group of benchmarked sectors. In establishing these relative levels of compensation, our Committee first established the relative level of each of our named executive officer’s base salary at between the 50^th and 75^th percentile of the salary paid to similarly situated executives at our surveyed group of benchmarked sectors. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation — Base Salaries.” Then, our Committee established the relative level of each of our named executive officer’s targeted annual cash bonus award that, if earned, would result in our payment of total cash compensation amounts that would generally fall between the 50^th and 75^th percentile of the total cash compensation paid to similarly situated executives at our surveyed group of benchmarked sectors. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation — Annual Cash Bonuses.” Our Committee subjectively believed that the targeted relative levels of total cash compensation to our named executive officers resulting from this process generally reflected the highly experienced nature of our senior executive team and was generally consistent with our historical corporate financial performance, the individual performance of our named executive officers and our prior shareholder return. Our Committee also believed that these total cash compensation levels were reasonable in their totality and supported our core compensation philosophies and principles. However, in establishing these relative compensation levels, our Committee did not specifically compare any of the criteria listed in the prior two sentences to our surveyed group of benchmarked sectors. For fiscal 2017,2018, our Committee established the range of potential total cash compensation payable to our

Committee believes that they have the most potential to impact our corporate financial performance. Our Committee believes that this emphasis and allocation most effectively links pay-for-performance.

Elements of Compensation

Base Salary

Our Compensation Committee, in consultation with our chief executive officer (other than with respect to decisions affecting himself and our chairman), strives to establish competitive base salaries for our named executive officers set at between the 50^th and 75^th percentile of the salaries paid to similarly situated executives at our surveyed group of benchmarked sectors. Each executive officer’s salary is initially based on the level of his responsibilities, the relationship of such responsibilities to those of our other executive officers and his tenure at our company. We evaluate and adjust the base salaries of our named executive officers annually as of March 1 of each fiscal year. When evaluating and adjusting the salaries of our named executive officers (other than our chairman and chief executive officer), we consider the recommendations of our chief executive officer. In making his recommendations, our chief executive officer generally takes into account: (1) our corporate financial performance as a whole and on a divisional basis, when appropriate, for the most recent fiscal year compared to our historical and budgeted performance; (2) general economic conditions (including inflation) and the impact such conditions had on our operations and results; (3) each executive officer’s past, and anticipated future, contributions to our performance; (4) each executive officer’s compensation history with our company and the past levels of each element of total compensation; (5) how each executive officer’s salary compares to the range of salaries of similarly situated executives at our surveyed group of benchmarked companies; (6) new responsibilities, if any, recently delegated, or to be delegated, to such officer; and (7) the executive’s participation in significant corporate achievements during the prior fiscal year. Our Compensation Committee, while looking to our chief executive officer for his recommendations as to the salaries of our other named executive officers (other than with respect to himself and our chairman), also engages in its own independent review and judgment concerning such base salary adjustments based on the foregoing factors. When evaluating and adjusting our chief executive officer’s and chairman’s salary, our Compensation Committee independently, and without input from our chief executive officer, considers the factors cited above, as well as their respective ability to inspire subordinates with the vision of our company, and makes decisions accordingly. The seven factors listed above are only generally, and not individually or separately, analyzed, assessed and weighted by our Committee in its determination of the amount of base salary of each individual named executive officer. Our Committee subjectively assesses these factors in the aggregate based on the recommendations of our chief executive officer for all named executive officers other than himself and our chairman and, in the case of our chairman and chief executive officer, by our Committee on its own accord.

As a result of the process described above, for fiscal 2017,2018, Stephen H. Marcus, Gregory S. Marcus, Douglas A. Neis, Thomas F. Kissinger and Rolando B. Rodriguez received increases of 8.7%, 5.0%, 3.0%8.8%, 3.2%6.8%, 3.1% and 5.4%4.1%, respectively, in their base salaries. In fiscal 2017,2018, the base salaries paid to Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez represented 49%51%, 19%25%, 26%39%, 30%34% and 30%27%, respectively, of their respective total compensation for the fiscal 20172018 as set forth below in the Summary Compensation Table. Based upon our analyzing similar factors earlier this calendar year, for fiscal 2018,2019, Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez received an increase in their annual base salary of 5.0%9.5%, 8.8%9.7%, 5.7%, 3.4% and 6.8%, 3.1% and 3.2%, respectively.

Adjusted EBITDA, adjusted consolidated pre-tax income (“API”) or adjusted division pre-tax income (“ADI”)). Additional financial measures not specified in the variable incentive plan may be considered if our Committee determines that the specific measure contributes to achieving the primary goal of our incentive plan — sustained growth in long-term shareholder value. Our Committee retains the ability to consider whether an adjustment of the selected financial goals for any year is necessitated by exceptional circumstances. This ability is intended to be narrowly and infrequently used.

Targeted annual bonus awards under the variable incentive plan may be based on our relative achievement of the selected consolidated financial targets and/or divisional financial targets, as well as on discretionary individual performance measures that help enhance shareholder value as subjectively determined by our Compensation Committee. Our Committee also from time to time has granted special compensation awards to our named executive officers and other key employees to reward their integral involvement in significant corporate achievements or events. Our Committee did not grant any special compensation awards to any of our named executive officers in fiscal 2017.2018.

At the beginning of each fiscal year, our Committee establishes applicable financial targets for such fiscal year for purposes of granting our named executive officers’ target incentive cash bonus opportunities for that fiscal year. For each selected applicable financial target, our Committee also establishes a threshold minimum level of financial performance and a maximum level of financial performance relative to such target. If our actual financial performance equals our targeted financial metric, then the portion of our incentive bonus payouts based on achieving that financial target will be equal to 100% of the targeted bonus amount. If we do not achieve the specified minimum threshold level of financial performance, then no incentive bonus payouts based on financial performance will be paid. If we equal or exceed the specified maximum level of financial performance, then we will pay out up to 320% of the targeted amount of the incentive bonuses based on the level that we exceed the selected financial performance metric. Financial performance between the threshold and target levels and between the target and maximum levels will result in a prorated portion of the financial-based bonus being paid.

Our Committee established the financial component of each named executive officer’s fiscal 20172018 target incentive bonus opportunity as a percentage of API for corporate officers and as a percentage of theatre division ADI for Mr. Rodriguez. Additionally, the Committee established each named executive officer’s individual performance component of their fiscal 20172018 target incentive bonus opportunity as a fixed percentage of their base salary, which was generally intended to approximate 20 – 30% of the total fiscal 20172018 target incentive bonus opportunity for our chairman, chief executive officer and theatre division president and 40% for all of our other named executive officers, although these percentages may vary from year to year. If earned, our Committee believed that the bonuses at the target levels would result in our payment of total direct compensation to our named executive officers that would generally fall between the 50^th and 75^th percentile of total direct compensation paid to similarly situated executives at our benchmarked sectors. For fiscal 2017,2018, targeted incentive bonus amounts for Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez were $170,012, $586,923, $160,810, $167,260$192,270, $667,330, $179,660, $184,010 and $281,835,$371,565, respectively.

As a result of the foregoing, the targeted fiscal 20172018 incentive bonus award for Mr. Rodriguez was based approximately 80% on achieving the fiscal 20172018 ADI target of the theatre division, and approximately 20% on achieving his individual performance measures. The targeted fiscal 20172018 theatre division ADI was approximately $30.4$38.4 million. The targeted fiscal 20172018 incentive bonus awards for Messrs. Stephen Marcus

officer’s individual contributions and achievements during fiscal 2017,2018, particularly as such contributions and achievements relate to advancing our entrepreneurial spirit. For purposes of determining the relative achievement of our fiscal 20172018 financial targets, we defined “API” as consolidated earnings before income taxes, excluding gains and losses from dispositions of assets, preopening expenses and unusual items, and less a goodwill amortization charge. Similarly, for these purposes, we defined “ADI” generally in the same manner as we do API, except that division earnings before income taxes is our beginning baseline metric instead of consolidated earnings before income taxes, and we also subtract an intercompany rent charge for company-owned real estate associated with each division. Our Committee also retained the ability to consider whether an adjustment of the selected financial goals for any year is necessitated by exceptional circumstances. This ability is intended to be narrowly and infrequently used and no such adjustments were made in fiscal 2017.2018.

For fiscal 2017,2018, our actual API was approximately $62.9$69.6 million, or approximately 105%101% of our target amount of $60.0$68.9 million, resulting in a bonus achievement based upon this financial measure of approximately 113%103%. Similarly, our actual fiscal 20172018 theatre division ADI was approximately $35.0$41.5 million, or 115%108% of the target amount of $30.4$38.4 million, resulting in a bonus achievement based upon this financial measure of approximately 144%122%. Our Compensation Committee subjectively analyzed on a discretionary basis an executive officer’s relative achievement of other fiscal 20172018 individual performance measures, including achievements relating to advancing entrepreneurial spirit, with respect to each individual executive officer based on the recommendations of our chief executive officer for all named executive officers other than himself and our chairman and, in the case of our chief executive officer and our chairman, by our Committee on its own accord. As a result, and because each named executive officer was determined to have successfully achieved each of his respective individual performance criterion, Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez earned fiscal 20172018 incentive bonus amounts of $185,851, $650,279, $173,751, $180,201$193,788, $682,098, $182,928, $187,278 and $484,406,$500,858, respectively.

The targeted fiscal 20182019 incentive bonus award for Mr. Rodriguez is based approximately 80%100% on achieving the fiscal 20182019 ADI target of the theatre division and approximately 20% on achieving his individual performance measures.division. The targeted fiscal 20182019 incentive bonus awards for Messrs. Stephen Marcus and Greg Marcus is based approximately 70 – 80% on achieving our fiscal 20182019 consolidated API target and approximately 20 – 30% on achieving their applicable individual performance measures. The targeted fiscal 20182019 incentive bonus amounts for Messrs. Neis and Kissinger are based approximately 60% on achieving our fiscal 20182019 consolidated API target and approximately 40% on achieving their applicable individual performance measures. As was the case for fiscal 2017,2018, we established these API and ADI targets for fiscal 20182019 based on a consistent methodology that encourages growth over an average of prior years’ performance for both our company and our theatre division. Similarly, we established these targets with the belief that the level of achievability of the targets would likely be consistent with the relative level of achievement of our historical financial targets.

long-term incentive award in the form of restricted stock as an incentive to join the Company. Our Committee tries to target the relative size of our annual long-term incentive grants to place us at or above the median level of long-term grants provided by our benchmarked companies. Stock options granted under the plan prior to fiscal 2018 generally become exercisable 40% after two years, 60% after three years, 80% after four years and 100% after five years of the date of grant. StockBeginning in fiscal 2018, stock options granted under the plan in fiscal 2018 become exercisable 50% after two years, 75% after three years and 100% after four years of the date of grant. The options generally expire ten years from the date of grant as long as the optionee is still employed with the Company. Our restricted stock grants prior to fiscal 2018 have a vesting schedule of 50% after the third anniversary of grant and 100% after the fifth anniversary. OurBeginning in fiscal 2018, our restricted stock grants in fiscal 2018 have a vesting schedule of 50% after the second anniversary of grant and 100% after the fourth anniversary. Mr. Stephen Marcus is not eligible to receive any equity-based award grants under our stock option and equity awards plans.

Our long-term incentive plan for our senior executives includes a performance cash component in order to increase the plan’s emphasis on linking the total compensation of our named executive officers to the relative level of our operating performance over the longer term. The performance cash component’s measurement period is five years for grants made in fiscal 2015, the Transition Period, fiscal 2016, fiscal 2017, fiscal 2018 and fiscal 20182019 for Messrs. Greg Marcus, Neis, Kissinger and Kissinger. The performance cash component’s measurement period is four years for grants made in fiscal 2015 and five years for grants made in the Transition Period, fiscal 2016, fiscal 2017 and fiscal 2018 for Mr. Rodriguez. For grants issued prior to fiscal 2016, the performance cash component’s measurement period will continue to be based upon our prior fiscal year-end (last Thursday in May). The measurement period for grants beginning in fiscal 2016 is based upon our current fiscal year-end (last Thursday in December). The performance measures for the performance cash component are our average return on invested capital, or ROIC, during the relevant measurement period, and our Adjusted EBITDA growth rate during the relevant measurement period, each of which is measured and calculated independently of each other, but with the relative achievement of our ROIC levels weighted 75% of the targeted total pay-out amount and our relative achievement of our Adjusted EBITDA growth rate weighted 25%. Under our cash performance plan, if our relative ROIC and/or Adjusted EBITDA growth rate over the relevant measurement period is equal to the 25^th percentile of the respective Russell 2000 ROIC and/or Adjusted EBITDA growth rate over the measurement period, then the payment made to our named executive officers will be equal to 25% of the target pay-out amount for such respective performance measure. If we achieve performance of either or both measures equal to the 50th50^th percentile, then the pay-out will be 100% of the target pay-out amount for such respective performance measure. If we achieve performance of either or both measures equal to the 75^th 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 prorated pay-outs based on the foregoing pay-out ratios.

Our Committee granted the following fiscal 2019 long-term incentive awards to our named executive officers (other than to our chairman) based on benchmarking data provided to it by Willis Towers Watson, as well as the recommendations of our chief executive officer (other than with respect to himself).

Name		Total Dollar Value of Long-Term Incentive Award (100%)				Dollar Value/ Shares(1) of Option Component (35 – 41%)				Dollar Value/ Shares(2) of Restricted Stock Component (20 – 25%)				Dollar Value of Performance Cash Component Target Award (39%)
Mr. G. Marcus		$	2,357,188			$	954,720 / 70,200			$	472,468 / 11,600			$	930,000
Mr. D. Neis		$	734,468			$	297,840 / 21,900			$	146,628 /  3,600			$	290,000
Mr. T. Kissinger		$	787,087			$	318,240 / 23,400			$	158,847 /  3,900			$	310,000
Mr. R. Rodriguez		$	1,132,310			$	401,200 / 29,500			$	285,110 /  7,000			$	446,000

Stock Option Policies

We generally follow a practice of granting stock options to all selected and then serving executives once a year on an annual fixed-date basis, with an effective grant date as of the third business day after the public release of our prior fiscal year financial results. We follow this practice so that the exercise price associated with our annual stock option grants is generally then most likely to reflect all then currently publicly available material information about our company. For newly-hired executives or other employees to whom we determine to grant equity-based awards, such grants are effective on the date on which our Committee approves such grants. We only grant options with an exercise price equal to the closing sale price of our Common Shares on the effective date of grant. All options are granted with an exercise price equal to 100% of the fair market value (i.e., closing sale price) of our Common Shares on the date of grant. Our optionsOptions granted prior to fiscal 2018 generally vest and become exercisable with respect to 40% of the shares after two years from the grant date, 60% after three years, 80% after four years and 100% after five years, and expire ten years after the grant date. BeginningOptions granted in fiscal 2018 our optionsand fiscal 2019 generally vest and become exercisable with respect to 50% of the shares after two years from the grant date, 75% after three years and 100% after four years, and expire ten years after the grant date.

We have adopted a policy that prohibits the repricing of stock options, and we have never repriced any options (other than in connection with making equitable adjustments as required under our stock option and

Other Benefits

Qualified Retirement Plan

Our 401k Retirement Savings Plan (formerly known as the Pension Plus Plan) is a profit-sharing plan with Code Section 401(k) features and covers all of our eligible employees and eligible employees of our subsidiaries, including our named executive officers, and uses a participating employee’s aggregate direct compensation as the basis for determining the employee and employer contributions that are allocated to the employee’s account. A participating employee may elect to make deposits of up to 60% of his or her annual compensation. Prior to 2017, a variety of employer contributions, including employer matching and profit-sharing contributions, were permitted to be made to the 401k Retirement Savings Plan. Beginning in 2017, the 401k Retirement Savings Plan provides only one type of employer contribution: a matching contribution equal to 100% of the first 3% of compensation and 50% of the next 2% of compensation deposited by an employee into the 401k Retirement Savings Plan. The employee’s deposits, the employer pre-2017 basic contributions and the 2017 and later matching contributions allocated to a participating employee’s account are fully vested upon deposit, and the employer pre-2017 matching and profit performance contribution are subject to a graduated vesting schedule resulting in full vesting after six years of service. Each participating employee has the right to direct the investment of the employee’s account in one or more of several available investment funds, including Common Shares. The vested portion of a participating employee’s account balance becomes distributable only after the employee’s termination of employment or upon attainment of age 59½, although the employee has the right while employed to borrow a portion of such vested portion or make a withdrawal of the employee’s own deposits for certain hardship reasons that are prescribed by applicable federal law.

Nonqualified Deferred Compensation

Our Deferred Compensation Plan is a nonqualified defined contribution program whereby our eligible employees, including our named executive officers, may voluntarily make irrevocable elections to defer receipt of up to 100% of their annual cash compensation (i.e., salary and/or incentive bonus) on a pre-tax basis. The irrevocable election must be made prior to the start of any calendar year to which it applies and must specify both a benefit payment commencement date and a form of payment (i.e., lump sum or periodic installments). During each quarter of the deferral period, we apply to the deferred amount an earnings credit based on the average prime interest rate of a designated Milwaukee, Wisconsin bank. The benefits payable under the Deferred Compensation Plan (i.e., the employee’s deferred amount plus his or her earnings credits) will be paid out of our general corporate assets as they become due (i.e., after the employee’s specified commencement date).

Our Retirement Income and Supplemental Retirement Plan, or our “Supplemental Plan,” is available to eligible employees with annual compensation in excess of a specified level ($120,000 for calendar years 2017year 2018 and 2018)$125,000 for calendar year 2019), including each of our named executive officers. The Supplemental Plan includes two components. The first component applies to certain participants (called “RIP Participants”) and provides nonqualified pension benefits consistent with those that the Supplemental Plan has historically provided. The second component applies to all other participants (called “SRP Participants”) and provides an account-based supplemental retirement benefit. All benefits payable under the Supplemental Plan are paid out of our general corporate assets as they become due after retirement or other termination.

A RIP Participant in the Supplemental Plan is entitled to receive annual benefits substantially in accordance with the table set forth below, except that the amounts shown in the table do not reflect the applicable reductions for Social Security benefits and benefits funded by employer contributions that are payable under our other employee benefit plans. For a RIP Participant entitled to the highest level of Social Security benefits who retires at age 65 during calendar year 2017,2018, the reduction in annual Supplemental Plan benefits would equal approximately $31,068.$31,464.

		Estimated Annual Pension Plan Benefits for Representative Years of Service
Final Five-Year Average Compensation		15				20				25				30
$100,000		$	25,000			$	33,300			$	41,667			$	50,000
200,000			50,000				66,600				83,334				100,000
350,000			87,500				116,550				145,834				175,000
500,000			125,000				166,500				208,335				250,000
650,000			162,500				216,450				270,835				325,000
800,000			200,000				266,400				333,333				400,000
950,000			237,500				316,350				395,836				475,000

The Supplemental Plan provides annual benefits to RIP Participants (calculated on a straight life annuity basis assuming the benefits commence at age 65) based on a formula that takes into account the employee’s average total compensation for the five highest compensation years within the employee’s last ten compensation years and the employee’s years of service (up to a maximum of 30). In calculating employee compensation for purposes of determining contributions to the Supplemental Plan for RIP Participants, we use a participating employee’s total cash compensation (which, for the named executive officers, is comprised of the salary and bonus amounts listed in the “Summary Compensation Table” below), excluding long-term performance cash amounts. In addition to a reduction equal to 50% of Social Security benefits, the Supplemental Plan reduces its benefits for RIP Participants by the benefits attributable to the employer contributions received by the participating employee under our other employee benefit plans, such as the 401k Retirement Savings Plan and our former qualified pension plans.

A RIP Participant is entitled to benefits under the Supplemental Plan upon normal retirement on or after age 65, early retirement after age 60 with at least five years of service, disability retirement after at least five years of service and other termination of employment after at least five years of service. A graduated vesting schedule, which provides for 50% vesting after five years of service and an additional 10% for each year of service thereafter, applies in the case of termination of employment before completing ten years of service or qualifying for normal, early or disability retirement.

The Supplemental Plan provides that the retirement benefits to which Mr. Stephen Marcus, who is a RIP Participant, is entitled upon his separation from service with us commenced effective January 1, 2009 and we calculate such benefits as if Mr. Stephen Marcus had terminated his employment with us on December 31, 2008. As a result, Mr. Stephen Marcus receives approximately $300,127 in payments under our Supplemental Plan each fiscal year until his death.

The SRP Participants in the Supplemental Plan as of December 31, 2008 had their nonqualified supplemental pension benefits converted into an account balance benefit. The opening account balance for each of these individuals equaled the present value of his or her vested accrued supplemental pension benefit calculated under the Supplemental Plan as if such participant terminated employment on December 31, 2008. Each new SRP Participant in the Supplemental Plan will have an account balance benefit with an opening balance of zero.

Each SRP Participant’s account is credited with an allocation as of the last day of each calendar year if (1) the participant is considered a highly compensated employee for such year (for 20172018 and 2018,2019, had annual compensation in excess of $120,000 and $125,000, respectively, during the prior year), and (2) the participant has been credited

Each SRP Participant’s annual allocation depends on his or her employment status as of the last day of the calendar year. A SRP Participant who is a member of our corporate executive committee (group one), or who is a senior vice president, vice president, senior corporate associate, hotel general manager or any other individual who is designated as eligible for the SRP on or after January 1, 2017 (group two), receives an allocation equal to a percentage of such participant’s compensation depending on such participant’s number of points. Points are determined by combining a participant’s age (as of his or her most recent birthday) and years of service as of the last day of a calendar year. The participant’s compensation for this purpose is his or her total direct compensation, excluding long-term performance cash amounts, for the period. Starting in 2017, theThe allocation for each participant in group one or group two was reduced as compared to prior years, so that the allocation for 2017 and later years shall equal the percentage of compensation as forth in the following table:

Points		Group One Percentage of Compensation		Group Two Percentage of Compensation		Group One Percentage of Compensation		Group Two Percentage of Compensation
<60		2.0%		1.00%		2.0%		1.00%
60 – 69		2.5%		1.25%		2.5%		1.25%
70 – 79		3.0%		1.50%		3.0%		1.50%
80+		3.5%		1.75%		3.5%		1.75%

Executive Stock Ownership

We have not adopted any executive or director stock ownership guidelines, although, as of the Record Date, the Marcus family beneficially owned approximately 31.0%27.4% of our outstanding shares and comprised the largest shareholder group in our company. Our other named executives each beneficially own significant amounts of our Common Shares through direct stock ownership, restricted stock awards and stock option grants. As of the Record Date, Messrs. Neis, Kissinger and Rodriguez beneficially owned 174,657, 133,983176,870, 102,667 and 42,33451,302 shares, respectively. As a result, we believe that our senior management team’s financial interests are significantly and directly related toaligned with the economic interests of our shareholders without the necessity of imposing arbitrary stock ownership guidelines. We have adopted a policy prohibiting our directors, executive officers and substantial shareholders from trading in puts, calls and other derivative securities relating to our Common Shares. Our policy also prohibits our directors, executive officers and substantial shareholders from engaging in hedging or pledging transactions relating to our Common Shares. We believe that hedging against losses in our Common Shares breaks the alignment between our shareholders and our executives that the equity grants described in this CD&A are intended to build.

Impact of Tax, Accounting and Dilution Considerations

Prior to the changes made by the Tax Cuts and Jobs Act, Section 162(m) of the Code limited our deductibility for compensation paid to certain executives to $1 million per year, unless the compensation qualified as performance-based compensation for purposes of Section 162(m). Most recently, ourOur shareholders re-approved certain material terms of our 2004 Equity and Incentive Awards Plan (the “Plan”) at the 2017 annual meeting of shareholders so that awards granted under the Plan would be eligible to qualify as performance-based compensation. Notwithstanding our intentions to qualify certain compensation payments for tax deductibility under Section 162(m), due to ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended to satisfy the requirements for deductibility under Section 162(m) will so qualify. In addition, our Compensation Committee reserved the right to provide compensation or grant awards under the Plan that do not qualify as performance basedperformance-based compensation under Section 162(m) to the extent it believed such compensation or awards were necessary to continue to provide competitive arrangements intended to attract and retain, and provide appropriate incentives to, qualified officers and other key employees.

As a result of changes made by the Tax Cuts and Jobs Act, starting with compensation paid in fiscal 2018, Section 162(m) will continue to limit our deductibility in excess of $1 million per year, but without any exceptions for performance-based compensation. This deduction limit will apply to all compensation paid to anyone who, starting with fiscal 2017, serves as the principal executive officer or chief financial officer, or who is among the three most highly compensated executive officers for any fiscal year. The only exception to this rule is for compensation that is paid pursuant to a binding contract in effect on November 2, 2017, that would have otherwise been deductible under the prior Section 162(m) rules.

In addition to Section 162(m) deductibility considerations, our Compensation Committee carefully considers the accounting and financial reporting expenses associated with our grants of equity-based awards. We also consider the relative level of potential dilution to our shareholders resulting from such grants. As a result, we attempt to maintain an annual equity-based grant burn rate level of approximately 1% of our fully-diluted outstanding Common Shares.

Summary Compensation Table

Set forth below is information regarding the compensation earned by, paid or awarded to Stephen H. Marcus, our chairman of the board, Gregory S. Marcus, our president and chief executive officer, Douglas A. Neis, our executive vice president, chief financial officer and treasurer, Thomas F. Kissinger, our senior executive vice president, general counsel and secretary, and Rolando B. Rodriguez, our executive vice president and chairman, president and chief executive officer of Marcus Theatres Corporation, during fiscal 2017,2018, fiscal 2016, the Transition Period2017 and fiscal 2015.2016. Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez comprised our named executive officers for fiscal 2017.2018.

The following table sets forth for our named executive officers the following information for each relevant fiscal year: (1) the dollar amount of base salary earned; (2) the grant date fair value of all long-term equity-based awards held by each named executive officer; (3) the dollar amount of cash bonuses earned under our incentive bonus plan; (4) the change in pension value and the dollar amount of above-market earnings on nonqualified deferred compensation; (5) the dollar amount of all other compensation; and (6) the dollar value of total compensation.

Name and Current Principal Position		Fiscal Year				Salary				Bonus				Restricted Stock Awards(1)				Option Awards(2)				Non-Equity Incentive Plan Compensation(3)				Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4)				All Other Compensation(5)(6)				Total				Fiscal Year				Salary				Bonus				Restricted Stock Awards(1)				Option Awards(2)				Non-Equity Incentive Plan Compensation(3)				Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4)				All Other Compensation(5)(6)				Total
Stephen H. Marcus Chairman of the Board			2017			$	492,769			$	—			$	—			$	—			$	185,851			$	23,155			$	300,127			$	1,001,902
			2016				458,861				—				—				—				232,579				(58,017	)			300,127				933,550				2018			$	508,269			$	—			$	—			$	—			$	193,788			$	1,151			$	300,745			$	1,003,953
			TP				257,077				—				—				—				116,201				(175,839	)			219,219				416,658				2017				492,769				—				—				—				185,851				23,155				300,127				1,001,902
			2015				418,385				—				—				—				142,010				40,000				372,201				972,596				2016				458,861				—				—				—				232,579				983				300,127				992,550
Gregory S. Marcus President and CEO			2017			$	706,354			$	—			$	237,600			$	536,000			$	923,159			$	1,228,135			$	26,197			$	3,657,445				2018			$	745,577			$	—			$	443,700			$	653,250			$	987,378			$	64,095			$	36,386			$	2,930,386
			2016				676,112				—				116,928				223,440				1,069,122				445,306				22,062				2,552,970				2017				706,354				—				237,600				536,000				923,159				1,228,135				26,197				3,657,445
			TP				380,269				—				185,721				385,434				416,961				202,203				10,460				1,581,048				2016				676,112				—				116,928				223,440				1,069,122				445,306				22,062				2,552,970
			2015				622,173				—				78,206				386,595				493,370				375,000				20,698				1,976,042
Douglas A. Neis CFO and Treasurer			2017			$	409,831			$	—			$	109,890			$	221,100			$	273,807			$	517,000			$	17,591			$	1,549,219
			2016				398,231				20,000				45,472				87,416				295,613				162,000				14,998				1,023,730
			TP				223,308				—				73,889				152,076				108,477				119,000				7,474				684,224
			2015				368,384				30,000				65,654				128,084				137,935				157,000				17,414				904,471
Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary			2017			$	452,469			$	—			$	112,860			$	227,800			$	282,531			$	437,120			$	17,722			$	1,530,502
																																							2018			$	424,677			$	—			$	137,025			$	204,685			$	299,214			$	—			$	21,276			$	1,086,877
																																							2017				409,831				—				109,890				221,100				273,807				517,000				17,591				1,549,219
																																							2016				398,231				20,000				45,472				87,416				295,613				162,000				14,998				1,023,730
Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary			2016				439,054				20,000				50,112				96,432				306,568				176,147				15,118				1,103,431				2018			$	455,592			$	—			$	143,550			$	212,524			$	303,768			$	201,330			$	25,821			$	1,342,585
			TP				246,385				—				81,877				168,682				112,054				240,618				7,452				857,068				2017				452,469				—				112,860				227,800				282,531				437,120				17,722				1,530,502
			2015				408,385				50,000				71,447				139,799				143,935				176,000				17,039				1,006,605				2016				439,054				20,000				50,112				96,432				306,568				176,147				15,118				1,103,431
			2017			$	535,029			$	—			$	178,200			$	268,000			$	484,406			$	277,581			$	25,910			$	1,769,126				2018			$	544,969			$	—			$	287,100			$	296,140			$	648,980			$	182,919			$	31,316			$	1,991,424
Rolando B. Rodriguez Executive Vice President, Chairman, President and CEO of Marcus Theatres Corporation			2016				510,288				40,000				73,312				98,000				757,453				109,711				23,044				1,611,808				2017				535,029				—				178,200				268,000				484,406				277,581				25,910				1,769,126
			TP				286,346				—				117,823				174,800				291,458				130,142				11,808				1,012,377				2016				510,288				40,000				73,312				98,000				757,453				109,711				23,044				1,611,808
			2015				472,981				—				101,378				140,580				409,535				78,000				15,922				1,218,396

Grants of Plan-Based Awards

We maintain our 1995 Equity Incentive Plan, 2004 Equity and Incentive Awards Plan and our Long Term Incentive Plan, pursuant to which grants of restricted stock, stock options, performance stock awards and performance cash awards may be made to our named executive officers (other than Mr. Stephen Marcus, who is not eligible to receive any equity-based awards under our equity plans), as well as other employees. The following table sets forth information regarding all such incentive plan awards that were granted to our named executive officers in fiscal 2017.2018. The amounts set forth below should not be added to amounts set forth in the Summary Compensation Table.

Name		Grant Date(1)				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)												Estimated Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: No. of Shares of Stock or Units				All Other Option Awards: No. of Securities Underlying Options				Exercise or Base Price of Option Awards				Grant Date Fair Value of Stock and Option Awards(3)				Grant Date(1)				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)												Estimated Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: No. of Shares of Stock or Units				All Other Option Awards: No. of Securities Underlying Options				Exercise or Base Price of Option Awards				Grant Date Fair Value of Stock and Option Awards(3)
						Threshold				Target				Maximum				Threshold				Target				Maximum																								Threshold				Target				Maximum				Threshold				Target				Maximum
Mr. S. Marcus			N/A				—				—				—				—				—				—				—				—				—				—				N/A				—				—				—				—				—				—				—				—				—				—
							0			$	170,012			$	434,038				—				—				—				—				—				—				—								0			$	192,270			$	493,364				—				—				—				—				—				—				—
Mr. G. Marcus			02/22/17				—				—				—				—				—				—				8,000				—				—			$	237,600				02/21/18				—				—				—				—				—				—				17,000				—				—			$	443,700
			02/28/17				—				—				—				—				—				—				—				40,000			$	31.20				536,000				02/27/18				—				—				—				—				—				—				—				75,000			$	27.00				653,250
							0				1,116,923				2,438,029				—				—				—				—				—				—				—								0				1,507,330				3,139,706				—				—				—				—				—				—				—
Mr. Neis			02/22/17				—				—				—				—				—				—				3,700				—				—				109,890				02/21/18				—				—				—				—				—				—				5,250				—				—				137,025
			02/28/17				—				—				—				—				—				—				—				16,500			$	31.20				221,100				02/27/18				—				—				—				—				—				—				—				23,500			$	27.00				204,685
							0				380,260				708,632				—				—				—				—				—				—				—								0				449,010				831,562				—				—				—				—				—				—				—
Mr. Kissinger			02/22/17				—				—				—				—				—				—				3,800				—				—				112,860				02/21/18				—				—				—				—				—				—				5,500				—				—				143,550
			02/28/17				—				—				—				—				—				—				—				17,000			$	31.20				227,800				02/27/18				—				—				—				—				—				—				—				24,400			$	27.00				212,524
							0				393,260				724,082				—				—				—				—				—				—				—								0				457,010				843,562				—				—				—				—				—				—				—
Mr. Rodriguez			02/22/17				—				—				—				—				—				—				6,000				—				—				178,200				02/21/18				—				—				—				—				—				—				11,000				—				—				287,100
			02/28/17				—				—				—				—				—				—				—				20,000			$	31.20				268,000				02/27/18				—				—				—				—				—				—				—				34,000			$	27.00				296,140
							0				576,835				1,225,572				—				—				—				—				—				—				—								0				801,565				1,650,033				—				—				—				—				—				—				—