Incentive Stock Option Agreement
               (Officer Participants in Executive Retirement Plan)


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THIS STOCK OPTION AWARD  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 an Incentive  Stock  Option  under the  APPLEBEE'S
INTERNATIONAL,  INC.  AMENDED  AND  RESTATED  1995  EQUITY  INCENTIVE  PLAN (the
"Plan").
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                                   WITNESSETH:

WHEREAS,  the Holder is an employee 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 an Incentive  Stock Option to purchase  Shares 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.

    2.   Grant of Incentive Stock Option and  Termination.  Subject to the terms
         and conditions set forth herein and in the Plan, the Corporation grants


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         to  the  Holder  an  Incentive   Stock  Option  to  purchase  from  the
         Corporation during the period ending ten (10) years from the Grant Date
         (the  "Expiration  Date")  <<Number_of_shares>>  Shares  at a price  of
         <<Grant_Price>>  per share,  subject to  adjustment  as provided in the
         Plan.

    3.   Exercise.  During the  Holder's  lifetime,  only he may  exercise  this
         Incentive Stock Option, as the case may be. This Incentive Stock Option
         shall  vest  and  become  exercisable  in full on or  after  the  third
         anniversary  of the Grant  Date and,  except as  specifically  provided
         otherwise herein or in the Plan, not before such date.

    4.   Notice of  Exercise.  This  Incentive  Stock Option may be exercised in
         whole or in part,  from time to time, in accordance  with  Paragraphs 2
         and 3, by written notice to the Corporation at the address  provided in
         Paragraph 17, which notice shall:

         (a)  specify  the  number of Shares to be  purchased  and the  Exercise
              Price to be paid therefor;

         (b)  if the person  exercising  this Incentive  Stock Option is not the
              Holder himself, contain or be accompanied by evidence satisfactory
              to the Committee of such person's right to exercise this Incentive
              Stock Option; and

         (c)  be  accompanied by payment in full of the Exercise Price in a form
              permitted by the Committee.

    5.   Investment  Letter.  The  Holder  agrees  that the Shares  acquired  on
         exercise of this  Incentive  Stock Option shall be acquired for his 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 Incentive Stock Option 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
         Incentive  Stock  Option  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 this Incentive Stock Option is so 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.

    6.   Transfer  of  Option.   The   Incentive   Stock  Option  shall  not  be
         transferable except by will or by the laws of descent and distribution.
         No  assignment  or transfer of this  Incentive  Stock  Option,  whether
         voluntary   or   involuntary,   by  operation  of  law  or  descent  or
         distribution,  shall vest in the assignee or transferee any interest or
         right whatsoever in this Incentive Stock Option.

    7.   Issue of Shares.  The  Corporation  shall not be  required  to issue or
         transfer any  certificates  for Shares  purchased upon exercise of this
         Incentive  Stock Option 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.


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<PAGE>


    8.   No Effect on Capital  Structure.  This Incentive Stock Option 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.

    9.   Expiration of Option.  This Incentive  Stock Option shall expire on the
         Expiration Date. In the event of a Termination of Service of the Holder
         prior to the expiration of this Incentive  Stock Option,  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 of this Incentive  Stock Option,  if any, that remains
              unexercised  shall terminate and cease to be exercisable three (3)
              months  after the date of such  Termination  of  Service  and that
              portion,  if  any,  that  pursuant  to this  Agreement  is not yet
              exercisable  on the date of such  Termination  of  Service,  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, the Holder shall
              have the right for one (1) year after such  Termination of Service
              to  exercise  this  Incentive  Stock  Option  to the  extent  this
              Incentive  Stock  Option is  exercisable  on such  Termination  of
              Service date and  thereafter,  this  Incentive  Stock Option 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  Incentive  Stock
              Option shall be exercisable by the Holder's legal representatives,
              legatees,  or distributees  for one (1) year following the date of
              the Holder's  death to the extent this  Incentive  Stock Option is
              exercisable  on the Holder's date of death,  and  thereafter  this
              Incentive   Stock   Option  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
              exercisability  of this Incentive Stock Option shall be determined
              under the  Applebee's  International,  Inc.  Executive  Retirement
              Plan;  provided that  exercise may not occur after the  Expiration
              Date.

    10.  Change in  Control.  The effect of a Change in Control  shall be as set
         forth 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.

    11.  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.

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<PAGE>


    12.  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.

    13.  Committee Discretion. Holder may be released from its obligations under
         paragraph  12  above  only  if the  Committee  determines  in its  sole
         discretion   that  such  action  is  in  the  best   interests  of  the
         Corporation.

    14.  Notice of Disqualifying Disposition. In order to enable the Corporation
         to  avail  itself  of any  income  tax  deduction  to  which  it may be
         entitled,  the Holder  shall  notify the  Corporation  of his intent to
         dispose of any of the Shares purchased pursuant to this Incentive Stock
         Option within two (2) years from the date of the grant of the Incentive
         Stock  Option  and one (1)  year  from  the  date  of  exercise  of the
         Incentive  Stock Option.  Promptly  after such  disposition  the Holder
         shall notify the  Corporation of the number of Shares  disposed of, the
         dates  of  acquisition  and   disposition  of  such  shares,   and  the
         consideration,  if any, received on such disposition. If, in connection
         with  any  such  disposition,   the  Corporation   becomes  liable  for
         withholding  taxes and has no amounts  owing the  Holder  with which to
         discharge  its  withholding  obligation,  the Holder shall  provide the
         Corporation  with the  amount  needed to  discharge  the  Corporation's
         withholding  obligation and shall indemnify the Corporation against any
         penalties it may incur through its inability to apply amounts owing the
         Holder in discharge  of its  withholding  obligations.  Nothing in this
         Paragraph  14 shall  give the Holder any right to dispose of the Shares
         in a manner that is inconsistent  with any Paragraph of this Agreement,
         the Plan, or any stock transfer  restriction  agreement entered into by
         the Holder.

    15.  Incentive Option Qualification. This Incentive Stock Option is intended
         to qualify as an "incentive stock option" within the meaning of Section
         422A of the Code, and shall be so construed;  provided,  however,  that
         nothing in this Agreement  shall be  interpreted  as a  representation,
         guarantee or other undertaking on the part of the Corporation that this
         Incentive  Stock Option is or will be  determined  to be an  "incentive
         stock option" within such section or any other section of the Code. Any
         acceleration,  exercise more than three (3) months after termination of
         employment,  or extension of exercisability pursuant to this Agreement,
         the Plan, or pursuant to the Change in Control and Noncompete Agreement
         between  the Holder and the  Corporation  may result in this  Incentive
         Stock Option ceasing to qualify as any incentive  stock option,  or may
         result in the tax  benefits of such status not being  available,  as of
         the date such acceleration or extension takes effect, or as of the date
         of exercise more than three (3) months after termination of employment.

    16.  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.

    17.  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


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         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
                                       OVERLAND PARK, KS 66207

                   Holder:             <<ALL_Caps_Name>>
                                       4551 W. 107TH STREET
                                       OVERLAND PARK, KS 66207

    18.  Information Confidential.  As partial consideration for the granting of
         this  Incentive  Stock  Option,  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.

    19.  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.


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



                                       Holder


                                       -----------------------------------------
                                       Name: <<Name>>


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