Nonqualified Stock Option Agreement
             (Officer Participants In the 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 a  Nonqualified  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 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  Nonqualified  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.


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    2.   Grant of Nonqualified Stock Option. Subject to the terms and conditions
         set forth herein and in the Plan, the Corporation  grants to the Holder
         a Nonqualified Stock Option to purchase from the Corporation during the
         period  ending ten (10) years from the Grant Date  <<Number_of_shares>>
         Shares at a price of <<Grant_Price>>  per share,  subject to adjustment
         as provided in the Plan. This Nonqualified  Stock Option shall vest and
         become  exercisable  in full on and after the third  anniversary of the
         Grant Date and, except as specifically  provided otherwise herein or in
         the Plan, not before such date.

    3.   Notice of Exercise.  This Nonqualified Stock Option may be exercised in
         whole or in part, from time to time, in accordance with Paragraph 2, by
         written notice to the Corporation at the address  provided in Paragraph
         14, 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 Nonqualified 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
              Nonqualified Stock Option; and

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

    4.   Investment  Letter.  The  Holder  agrees  that the Shares  acquired  on
         exercise of this  Nonqualified  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  Nonqualified  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 Nonqualified 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 Nonqualified  Stock Option is 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 is then listed.

    5.   Transfer and Exercise of Nonqualified  Stock Option.  This Nonqualified
         Stock Option shall not be transferable except by will or by the laws of
         descent  and   distribution.   During  the   Holder's   lifetime   this
         Nonqualified  Stock Option may be exercised  only by him. No assignment
         or transfer of this  Nonqualified  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
         Nonqualified Stock Option.

    6.   Issue of Shares.  The  Corporation  shall not be  required  to issue or
         transfer any  certificates  for Shares  purchased upon exercise of this
         Nonqualified 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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    7.   No Effect on Capital  Structure.  This Nonqualified  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.

    8.   Expiration of Nonqualified Stock Option. This Nonqualified Stock Option
         expires  ten  (10)  years  from  the  date  hereof.  In the  event of a
         Termination  of Service of the Holder prior to the  expiration  of this
         Nonqualified 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,  if any,  of this  Nonqualified  Stock  Option  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, the Holder shall
              have the right for one (1) year after the date of  Termination  of
              Service to exercise this  Nonqualified  Stock Option to the extent
              this Nonqualified  Stock Option is exercisable on the date of such
              Termination of Service,  and thereafter,  this Nonqualified  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 Nonqualified  Stock
              Option shall be exercisable by the Holder's legal representatives,
              legatees,  or  distributes  for one (1) year following the date of
              the Termination of Service,  to the extent this Nonqualified Stock
              Option is exercisable on the date of such  Termination of Service,
              and thereafter this Nonqualified  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   Nonqualified   Stock  Option  shall  be
              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 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.

    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


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         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
                                       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  Nonqualified  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.

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


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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>>



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