APPLEBEE'S INTERNATIONAL, INC.
                        2001 SENIOR EXECUTIVE BONUS PLAN

1. Purpose.  The purpose of the 2001 Senior Executive Bonus Plan (the "Plan") is
to enhance Applebee's International,  Inc.'s (the "Company") ability to attract,
motivate,  reward,  and  retain  key  senior  executives,  to  strengthen  their
commitment to the success of the Company and to align their interests with those
of the Company's shareholders by providing additional  compensation based on the
achievement of performance objectives. To this end, the Plan provides a means of
rewarding participants based on the performance of the Company.

2. Committee.  The Plan  shall be  administered  by a committee  of the Board of
Directors of the Company (the "Committee").  Each  member of the Committee  must
be an "outside  director"  within  the meaning  of the  Regulations  promulgated
under Section 162(m) of the Internal Revenue Code of 1986, as amended.

3. Eligible Employees.  Eligible employees shall include any individuals holding
the  positions of Chairman of the Board,  Chief  Executive  Officer,  President,
Chief Operating Officer, Division President, Executive Vice President, or Senior
Vice President (those eligible  employees who are participants in respect of any
period are hereinafter referred to as "Participant"). The eligible employees who
will  participate in the Plan for any period will be designated by the Committee
in its sole  discretion  not later than 90 days after the  commencement  of that
period.

4.  Maximum  Bonus.  The maximum  amount of  compensation  that may be paid to a
Participant  pursuant to this Plan is $1,500,000 per year.  All amounts  payable
under the Plan with respect to a given period shall be paid in a single lump sum
in the  period  following  the  period  for  which  the  performance  goals  are
established  by the  date set by the  Committee,  or at such  other  time as the
Participant  and the  Committee may agree.  Amounts  payable under this Plan are
eligible  for payment in the form of common  stock of the Company in the event a
Participant  so  elects  under  the  Company's  1999  Management  and  Executive
Incentive Plan.

5. Performance Goals. Awards to Participants will be based on performance goals,
which shall provide for a targeted level or levels of  achievement  using one or
more of the following predetermined measurements,  in each case where applicable
determined  either  on a  Company-wide  basis or in  respect  of any one or more
business units: (a) earnings (either in the aggregate or on a per-share  basis);
(b) company,  franchise or system comparable store sales; (c) company, franchise
or system traffic growth;  (d) net income (before or after taxes); (e) operating
income;  (f) restaurant margin before  pre-opening  expense;  (g) cash flow; (h)
return  measures  (including  return on assets,  equity or sales);  (i) earnings
before or after taxes, and before or after  depreciation and  amortization;  (j)
gross revenues;  (k) share price of Company stock (including growth measures and
total stockholder  return or attainment by the shares of a specified value for a
specified  period of time);  (l) reductions in expense levels;  (m) net economic
value; (n) market share; or (o) retention of Company associates in general or in
any specific  category or level of employment.  The performance goals may differ
from   Participant  to  Participant  and  from  award  to  award.  The  specific
performance  goals for a given  period  will be  established  in  writing by the
Committee  on or before  the  latest  date  permissible  to enable  the award to
qualify as "performance-based compensation" under section 162(m) of the Code.

6. Certification.  Prior to  payment  of a  bonus in  respect  to a period,  the
Committee must certify in writing as to the  satisfaction of and compliance with
the performance goals and other material terms of the Plan for that period.

7. Amendment or  Termination.  The  Committee may amend or terminate the Plan at
any time in its discretion;  provided, however, that no amendment or termination
of the Plan may affect any award made under the Plan prior to that time.

8. Shareholder Approval. The adoption of this Plan is subject to the approval of
the shareholders of the Company.

9. Books and Records:  Expenses.  The books and records to be maintained for the
purpose of the Plan shall be maintained under the supervision and control of the
Committee.  All calculations and financial  accounting  matters relevant to this


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Plan shall be determined in accordance with GAAP,  except as otherwise  directed
by the Committee.  All expenses of  administering  the Plan shall be paid by the
Company from the general funds of the Company.

10. Beneficiaries. Each Participant shall have the right to designate in writing
a  beneficiary  (a  "Beneficiary")  to succeed to his right to receive  payments
hereunder in the event of his death.  In case of a failure of designation or the
death of a designated Beneficiary without a designated successor, payments shall
be  made  to the  Participant's  estate.  Beneficiaries  may be  changed  by the
Participant in writing without the consent of any prior Beneficiaries.

11. No Attachment.  To the extent permitted by law, the right of any Participant
or any  Beneficiary  in any  benefit or to any  payment  hereunder  shall not be
subject in any manner to attachment or other legal process for the debts of such
Participant or Beneficiary; and any such benefit or payment shall not be subject
to anticipation, alienation, sale, transfer, assignment or encumbrance.

12. No  Liability.  No member of the Board or of the Committee and no officer or
employee  of the Company  shall be liable to any person for any action  taken or
omitted in connection with the  administration of this Plan unless  attributable
to his own fraud or willful  misconduct;  nor shall the Company be liable to any
person for any such action unless attributable to fraud or willful misconduct on
the part of a director, officer or employee of the Company.

13. No  Fiduciary  Relationship.  Nothing  contained  herein  shall be deemed to
create a trust of any kind or create any fiduciary  relationship.  To the extent
that any person acquires a right to receive payments from the Company under this
Plan,  such right shall be no greater  than the right of any  unsecured  general
creditor of the Company.

14. No Guarantee of Employment.  Nothing  contained in this Plan shall be deemed
to give any  Participant  the right to be retained in the service of the Company
or to interfere with the right of the Company to discharge any Participant,  for
or without  cause,  at any time,  regardless of the effect which such  discharge
shall have upon such individual as Participant in the Plan.

15.  Governing Law. This Plan shall be construed in accordance  with the laws of
the State of Kansas.

16.  Interpretation  of  Plan.  The  Committee  shall  have  sole  and  absolute
discretion and authority to interpret all provisions of this Plan and to resolve
all  questions  arising  under  this  Plan;  including,   but  not  limited  to,
determining  whether any person is eligible under this Plan,  whether any person
shall receive any payments pursuant to this Plan, and the amount of any payments
to  be  made  pursuant  to  this  Plan.   Any   interpretation,   resolution  or
determination of the Committee shall be final and binding upon all concerned and
shall not be subject to review.

17. Withholding. Prior to the delivery of any payment pursuant to this Plan, the
Company  shall have the power and the right to deduct or  withhold  or require a
Participant to remit to the Company,  an amount  sufficient to satisfy  Federal,
state and local taxes (including the Participant's FICA obligation)  required to
be withheld with respect to such delivery.


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