Stock Appreciation
                                 Right Agreement
             (Officer Participants In the Executive Retirement Plan)
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THIS STOCK  APPRECIATION  RIGHT AGREEMENT (the  "Agreement") is made and entered
into this "Date" (the "Grant Date"), between Applebee's  International,  Inc., a
Delaware  corporation  (the   "Corporation"),   and  "Name"  (the  "Holder")  in
connection  with the  grant of a Stock  Appreciation  Right  ("SAR")  under  the
APPLEBEE'S  INTERNATIONAL,  INC. AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
(the "Plan").

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                                   WITNESSETH:

WHEREAS,  the  Holder is either an  employee  of the  Corporation  or one of its
Affiliates  in a key  position  or a director of the  Corporation  or one of its
Affiliates  and the  Corporation  desires to encourage  him to own Shares and to
give him added incentive to advance the interests of the Corporation through the
Plan  and  desires  to  grant  the  Holder  a SAR  under  terms  and  conditions
established by the Board of Directors.

NOW, THEREFORE,  in consideration of these premises,  the parties agree that the
following,  along  with the terms and  conditions  set forth in the Plan,  shall
constitute the Agreement between the Corporation and the Holder:

     1.   Definitions.  Capitalized terms used in this Agreement but not defined
          herein shall have the meaning set forth in the Plan. In addition,  the
          following terms shall have the meanings specified below:

          1.1  "Retirement"  shall  mean  the  satisfaction  of  all  conditions
               necessary for the Holder to become  entitled to receive  benefits
               under the Corporation's Executive Retirement Plan.

          1.2  "Securities  Act"  shall  mean the  Securities  Act of  1933,  as
               amended.
                                       1.
<PAGE>
     2.   Grant and  Exercise of SAR.  Subject to the terms and  conditions  set
          forth in this Agreement and in the Plan, the Corporation hereby grants
          to the Holder a SAR that  relates to the stock  appreciation,  if any,
          for [_____________]  Shares. The stock appreciation for the SAR is the
          amount by which the Fair Market Value of the underlying  Shares on the
          date of exercise of this SAR  exceeds the  exercise  price of the SAR.
          The   exercise   price  of  the  SAR  under  this   Agreement   equals
          [$__________]  per Share.  Upon  exercise of all or any portion of the
          SAR, the Holder shall receive the stock  appreciation  with respect to
          the  portion  of the SAR  exercised,  payable to the Holder in Shares,
          based on the Fair Market  Value of the Shares on the date of exercise.
          In the sole  discretion of the Committee,  the Corporation may pay the
          stock  appreciation  to the  Holder in cash.  This SAR shall  vest and
          become  exercisable in full on and after "Vesting Term" and, except as
          specifically provided otherwise herein or in the Plan, not before such
          date. This SAR shall expire on "Term".

     3.   Notice of Exercise.

          (a)  Subject to the  provisions  of Paragraph 2 above,  the Holder may
               exercise  part or all of the  exercisable  SAR by giving  written
               notice to the  Corporation  at the address  provided in Paragraph
               14,  specifying the number of Shares as to which the SAR is to be
               exercised.

          (b)  All obligations of the Corporation  under this Agreement shall be
               subject  to the rights of the  Corporation  to  withhold  amounts
               required to be withheld for any taxes, if applicable.  The Holder
               may  elect  to  satisfy  any tax  withholding  obligation  of the
               Corporation  with respect to the SAR by having Shares withheld up
               to  an  amount  that  does  not  exceed  the  minimum   statutory
               withholding required by federal (including FICA), state and local
               tax  authorities,  including the Holder's  share of payroll taxes
               that are applicable to such supplemental taxable income.

     4.   Investment  Letter.  The Holder  agrees  that the Shares  acquired  on
          exercise of this SAR shall be acquired  for his or her own account for
          investment  only and not with a view to, or for  resale in  connection
          with, any  distribution or public offering  thereof within the meaning
          of the Securities  Act, or other  applicable  securities  laws. If the
          Board of Directors or Committee so determines,  any stock certificates
          issued  upon  exercise  of this SAR shall  bear a legend to the effect
          that the shares have been so acquired.  The Corporation may, but in no
          event shall be required to, bear any  expenses of  complying  with the
          Securities  Act,  other  applicable  securities  laws or the rules and
          regulations of any national  securities  exchange or other  regulatory
          authority  in  connection  with the  registration,  qualification,  or
          transfer,  as the case may be, of this SAR or any Shares acquired upon
          the exercise  thereof.  The foregoing  restrictions on the transfer of
          the Shares  shall be  inoperative  if (a) the  Corporation  previously
          shall have been furnished with an opinion of counsel,  satisfactory to
          it, to the effect that such transfer will not involve any violation of
          the  Securities Act or other  applicable  laws or (b) the Shares shall
          have been duly  registered in compliance  with the  Securities Act and
          other  applicable  securities laws. If the Shares are registered under
          the  Securities  Act, the Holder agrees that he will not make a public
          offering of the said Shares except on a national  securities  exchange
          on which the Shares of the Corporation are then listed.

     5.   Transfer and Exercise of SAR. The  Committee  may, in its  discretion,
          authorize  all or a  portion  of  this  SAR to be  transferred  by the
          Holder,  without  value,  to or for the  benefit  of (i) the  Holder's
          Immediate  Family Members (as defined  below),  (ii) a trust or trusts
          for the exclusive benefit of such Immediate Family Members, or (iii) a
          partnership,  limited liability  company,  or other business entity in

                                       2.
<PAGE>

          which the Holder's  Immediate  Family  Members are the only holders of
          ownership  interests in such business  entity;  provided that (x) such
          transfers are subject to any limits or  restrictions  as the Committee
          may establish from time to time, (y) subsequent transfers of this SAR,
          or any portion thereof,  shall be prohibited  except transfers by will
          or in accordance  with the laws of descent and  distribution,  and (z)
          following transfer,  this SAR shall continue to be subject to the same
          terms and conditions as were applicable immediately prior to transfer,
          provided  that for the purposes of this  Agreement,  the term "Holder"
          shall be deemed to refer to the  transferee.  The  foregoing  right to
          transfer this SAR shall apply to the right to consent to amendments to
          this Agreement  and, in the  discretion of the  Committee,  shall also
          apply to the right to transfer  ancillary  rights  associated with the
          SAR.  The term  "Immediate  Family  Members"  shall mean the  Holder's
          spouse,  parents,  children,  stepchildren,   sisters,  brothers,  and
          grandchildren,  including those relationships resulting from adoption,
          and shall also  include  the  Holder.  The event of a  Termination  of
          Service  shall  continue to be applied  with  respect to the  original
          Holder, following which the SAR shall be exercisable by the transferee
          only to the extent, and for the periods, specified herein. Neither the
          Committee nor the Company shall have any  obligation to provide notice
          to a  transferee  of  termination  of this SAR under the terms of this
          Agreement.

     6.   Issue of Shares.  The  Corporation  shall not be  required to issue or
          transfer any  certificates  for Shares upon exercise of this SAR until
          all  applicable  requirements  of law have been complied with and such
          Shares shall have been duly listed on any securities exchange on which
          the Shares may then be listed.

     7.   No Effect on Capital Structure. This SAR shall not affect the right of
          the Corporation or any Affiliate  thereof to reclassify,  recapitalize
          or  otherwise  change  its  capital  or debt  structure  or to  merge,
          consolidate,  convey any or all of its  assets,  dissolve,  liquidate,
          windup, or otherwise reorganize.

     8.   Expiration of SAR. This SAR expires "Term" years from the date hereof.
          In the event of a  Termination  of Service of the Holder  prior to the
          expiration of this SAR, the following rules shall apply:

          (a)  Termination  of  Employment  - Other  than  Disability,  Death or
               Retirement.  If there is a  Termination  of Service of the Holder
               for a  reason  other  than  the  Holder's  death,  Disability  or
               Retirement,  the  portion,  if any,  of  this  SAR  that  remains
               unexercised,  shall terminate and cease to be exercisable  ninety
               (90) days after the date of such  Termination of Service and that
               portion,  if any,  that  pursuant  to this  Agreement  is not yet
               exercisable  on  such  date,  shall  terminate  and  cease  to be
               exercisable as of such date.

          (b)  Termination of Employment - Disability. If there is a Termination
               of Service of the Holder by reason of Disability,  this SAR shall
               immediately vest in full, and the Holder shall have the right for
               three  (3) years  after the date of  Termination  of  Service  to
               exercise this SAR, and  thereafter,  this SAR shall terminate and
               cease to be exercisable.

          (c)  Termination  of Employment - Death.  If there is a Termination of
               Service  of the  Holder  by  reason  of  death,  this  SAR  shall
               immediately  vest  in  full,  and  shall  be  exercisable  by the
               Holder's legal  representatives,  legatees,  or  distributes  for
               three (3) years following the date of the Termination of Service,
               and  thereafter   this  SAR  shall  terminate  and  cease  to  be
               exercisable.

          (d)  Termination of Employment - Retirement. If there is a Termination
               of Service of the Holder by reason of Retirement, the vesting and

                                       3.
<PAGE>

               exercisability of this SAR shall be determined in the same manner
               as the  vesting  and  exercisability  of an Option is  determined
               under the Applebee's  International,  Inc.  Executive  Retirement
               Plan.

     9.   Change in Control.  The effect of a Change in Control  shall be as set
          forth  with  respect to the effect of a Change in Control on an Option
          in either the Change in Control and Noncompete  Agreement entered into
          between the Holder and the  Corporation,  or, in the event  Holder has
          not entered  into a Change in Control and  Noncompete  Agreement,  the
          Holder's employment  agreement with the Corporation.  In the event the
          Holder has not entered into either a Change in Control and  Noncompete
          Agreement or an employment  agreement with the  Corporation (or Holder
          has entered into an agreement but such  agreement does not address the
          effect of a Change in  Control  on this  Agreement),  the  effect of a
          Change in Control shall be as set forth in the Plan. This SAR shall be
          subject to any amendment to the definition of Change in Control in the
          Plan that may be made after the date of this Agreement.

     10.  Right of Set-off.  By accepting this  agreement,  Holder consents to a
          deduction  from any amounts the  Corporation  owes Holder from time to
          time (including amounts owed to Holder as wages or other compensation,
          fringe  benefits,  or vacation pay), to the extent of the amounts owed
          by Holder to the Corporation hereunder. Whether or not the Corporation
          elects to make any  set-off  in whole or in part,  if the  Corporation
          does not  recover  by  means of  set-off  the full  amount  owed it by
          Holder,   calculated  as  set  forth  above,   Holder  agrees  to  pay
          immediately in cash the unpaid balance to the Corporation.

     11.  Committee  Discretion.  Holder may be  released  from its  obligations
          under paragraph 10 above only if the Committee  determines in its sole
          discretion   that  such  action  is  in  the  best  interests  of  the
          Corporation.

     12.  Committee  Authority.  Any questions  concerning the interpretation of
          this  Agreement or the Plan,  and any  controversy  which arises under
          this  Agreement  or the Plan shall be settled by the  Committee in its
          sole discretion.

     13.  Plan  Controls.  The terms of this Agreement are governed by the terms
          of the Plan and in the case of any inconsistency  between the terms of
          this  Agreement and the terms of the Plan, the terms of the Plan shall
          control.

     14.  Notice.  Whenever any notice is required or permitted hereunder,  such
          notice must be in writing and  personally  delivered  or sent by mail.
          Any notice  required or permitted to be delivered  hereunder  shall be
          deemed to be delivered on the date which it was personally  delivered,
          or, whether actually  received or not, on the third business day after
          it is deposited in the United  States mail,  certified or  registered,
          postage  prepaid,  addressed to the person who is to receive it at the
          address which such person has theretofore  specified by written notice
          delivered  in  accordance  herewith.  The  Corporation  or Holder  may
          change,  at any time and from time to time,  by written  notice to the
          other, the address previously  specified for receiving notices.  Until
          changed in accordance herewith, the Corporation and the Holder specify
          their respective addresses as set forth below:

          Corporation:  APPLEBEE'S  INTERNATIONAL,  INC.
                        4551 W. 107TH STREET

                                       4.
<PAGE>

                        OVERLAND PARK, KS 66207

          Holder:       "ALL CAPS NAME"
                        4551 W. 107TH STREET
                        OVERLAND PARK, KS 66207

     15.  Information Confidential. As partial consideration for the granting of
          this  SAR,  the  Holder  agrees  that he will  keep  confidential  all
          information  and  knowledge  that he has  relating  to the  manner and
          amount of his participation in the Plan, provided,  however, that such
          information  may be  disclosed  as required by law and may be given in
          confidence to the Holder's spouse, tax and financial advisors, or to a
          financial institution of the extent that such information is necessary
          to secure a loan.

     16.  Governing  Law.  Where  applicable,  the  provisions of this Agreement
          shall be governed by the contract law of the State of Kansas.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed and
the Holder has hereunto set his hand on the day and year first above written.

                         APPLEBEE'S INTERNATIONAL, INC.


                         Name:
                              --------------------------------------------------
                         Name:    Lloyd L. Hill
                         Title:   Chairman & Chief Executive Officer



                         Holder


                         -------------------------------------------------------
                         Name: "Name"

                                       5.