Exhibit 10.1
Execution Copy
EXPENSE REIMBURSEMENT AGREEMENT
THIS EXPENSE REIMBURSEMENT AGREEMENT ("Agreement") is dated as of July 16,
2001 by and between THE MARCUS CORPORATION, a Wisconsin corporation ("Company"),
and THE BEN AND XXXXX XXXXXX 1992 REVOCABLE TRUST ("Trust").
WHEREAS, as of the date of this Agreement, the Company, the Trust and
certain Lord Xxxxxx mutual funds ("Purchasers") have entered into an agreement
("Share Purchase and Registration Rights Agreement") pursuant to which (i) the
Purchasers are purchasing a total of 1,750,000 shares ("Shares") of the
Company's common stock, $1.00 par value, from the Trust and (ii) the Company has
agreed to take certain steps to facilitate the Purchasers' ability to publicly
resell the Shares in order to help maximize the price paid by the Purchasers for
the Shares;
WHEREAS, in Sections 3.7 and 7.1 of the Share Purchase and Registration
Rights Agreement, the Company and the Trust have agreed to share certain costs
("Shared Costs") incurred by the Company in connection with the Resale Shelf
Registration Statement and the Share Purchase and Registration Rights Agreement,
respectively; and
WHEREAS, the Trust and the Company desire to embody their agreement
regarding the allocation of the Shared Costs.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein and in the Share Purchase and Registration Rights Agreement and other
good and valuable consideration, received to the full satisfaction of them, the
parties hereby agree as follows:
1. Allocation of Costs. The Company and the Trust agree that 50% of the
Shared Costs shall be borne by the Company and 50% of the Shared Costs shall be
borne by the Trust, in each case pursuant to the terms and conditions
hereinafter set forth.
2. Submission of Invoices. From time to time or at any time after the date
of this Agreement, the Company may submit one or more written statements (each
an "Invoice") to the Trust setting forth (i) a summary of Shared Costs incurred
by the Company that have not been summarized in previous Invoices (if any) and
(ii) the amount of such Shared Costs that the Trust must reimburse pursuant to
this Agreement including, if applicable, unpaid amounts for Shared Costs
summarized on previous Invoices.
3. Reimbursement for Shared Costs. Within fifteen (15) days of receipt of
an Invoice, the Trust shall reimburse the Company for its portion of the Shared
Costs.
4. Definitions. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Purchase and Registration Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
THE BEN AND XXXXX XXXXXX 1992 THE MARCUS CORPORATION
REVOCABLE TRUST ("Trust") ("Company")
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxx,
Trustee General Counsel and Secretary
By: /s/ Xxxxx Xxxxxx Xxxxxxxxxx
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Xxxxx Xxxxxx Xxxxxxxxxx,
Trustee
