APPLEBEE'S INTERNATIONAL, INC.
                              CHANGE IN CONTROL AND
                              NONCOMPETE AGREEMENT


         This Agreement is between APPLEBEE'S  INTERNATIONAL,  INC. ("AII"), and
____________________ ("you"). This Agreement is dated ____________________.

         The terms of this  Agreement are set forth in the  following  questions
and answers.

         What do "AII" and "Company" mean? "AII" means Applebee's International,
Inc.   "Company"  means  AII  and  all  of  its  wholly-owned   subsidiaries  or
subsidiaries of subsidiaries now or hereafter in existence.

         What is the purpose of this  Agreement?  The Company wants to encourage
continuity  of  management  and to  protect  its  management  personnel  against
financial  hardship in the event of a change in control by offering  the "Change
in Control  Benefits." The Company also wants to specify your obligations to the
Company  with  respect  to   non-competition,   non-solicitation,   confidential
information and discoveries  (your  "Obligations").  You are willing to agree to
Your Obligations in exchange for the Company's  promise to provide the Change in
Control Benefits if a "change in control" were to occur.

         CHANGE IN CONTROL BENEFITS:

         What must happen before I'm eligible for "change in control"  benefits?
All of the following must occur:

         o    Both you and AII must have signed this Agreement

         o    A "change in control" must occur

              What does "change in control" mean?" "Change in Control" means any
              one of the following:

              >    continuing  Directors  no longer  constitute  at least 2/3 of
                   AII's board of directors (the "Board of Directors"); or

              >    any  person or group of  persons  (as  defined  in Rule 13d-5
                   under the  Securities  Exchange  Act of 1934  (the  "Exchange
                   Act")),  together with its affiliates,  become the beneficial
                   owner (as  defined in Rule  13d-3  under the  Exchange  Act),
                   directly or  indirectly,  of thirty  percent (30%) or more of
                   AII's then  outstanding  common stock or thirty percent (30%)
                   or  more  of  the   combined   voting  power  of  AII's  then
                   outstanding securities (calculated in accordance with Section
                   13(d)(3) or 14(d) of the Exchange Act) entitled  generally to
                   vote for the election of AII's directors; or

              >    the   merger   or   consolidation   of  AII  with  any  other
                   corporation,  the sale of substantially  all of the assets of


                                      -1-
<PAGE>


                   AII or the liquidation or dissolution of AII, unless,  in the
                   case  of a  merger  or  consolidation,  the  then  Continuing
                   Directors  in  office  immediately  prior to such  merger  or
                   consolidation  will  constitute  at least 2/3 of the Board of
                   Directors  of the  surviving  corporation  of such  merger or
                   consolidation and any parent (as such term is defined in Rule
                   12b-2 under the Exchange Act) of such corporation; or

              >    at  least  2/3 of the then  Continuing  Directors  in  office
                   immediately prior to any other action proposed to be taken by
                   AII's  stockholders or by AII's Board of Directors  determine
                   that such  proposed  action,  if taken,  would  constitute  a
                   change  in  control  of the  Corporation  and such  action is
                   taken.

              "Continuing  Director"  means any  individual who either (i) was a
              member of AII's  Board of  Directors  (a  "Director")  on the date
              hereof,  or (ii) was designated (as of the day of initial election
              as a Director) as a continuing  Director by a majority of the then
              Continuing Directors.

              What if control of only a subsidiary changes? No Change in Control
              Benefits  will be  available  even if you  work  for the  affected
              subsidiary.  Change in control  benefits  will be offered  only if
              there were to be a change in the control of AII.

         o    Your employment with the Company (or its successor) must terminate
              within 18 months  following  the "change in  control"  and it must
              terminate in one of two ways:

              Either:

              >    by the Company or its successor without "cause"

                   What is "cause"?

                   >>   The  Executive  is convicted of - or pleads no contest /
                        nolo  contendre to - any felony or any criminal  offense
                        involving fraud; or

                   >>   The Executive is  determined  by a government  agency or
                        court to have violated this  Agreement or any applicable
                        local, state or federal employment law,  including,  but
                        not limited to, any anti-discrimination law.

              Or:

              >    Or by you for "good  reason" at a time when  "cause" does not
                   exist.

                   What is "good reason"? The Company (or its successor) -

                   >>   reduces your compensation or benefits as in effect prior
                        to the change in control; or


                                      -2-
<PAGE>


                   >>   requires  you to  relocate  more than 50 miles  from the
                        metropolitan  area in  which  you  worked  prior  to the
                        Change in Control; or

                   >>   reduces your responsibilities.

                        If I believe I have "good reason" to quit, must I notify
                        AII  (or  its  successor)?  Yes.  The  Company  (or  its
                        successor)  must  receive  written  notice from you that
                        describes  the basis for  "good  reason"  within 30 days
                        after the event that constitutes "good reason". Will the
                        Company  (or its  successor)  have a right  to fix it by
                        eliminating  the  circumstances  that  constitute  "good
                        reason"?  Yes.  The fix must occur  within 10 days after
                        receipt of notice from you. If it is fixed,  you may not
                        quit for "good reason."

         What are the "change in control" benefits?  The following benefits will
apply if, and only if, you become "eligible" for "change in control" benefits:

         o    Bonus:

              How much?

              >    First, determine the sum of:

                   >>   your annual  base salary in effect  before the change in
                        control, plus

                   >>   the  greater of - (i) your  average  bonus for the three
                        fiscal years  preceding  the change in control,  or (ii)
                        your  target  bonus for the  fiscal  year in which  your
                        employment terminates.

              >    Second, divide that sum by 12.

              >    Third,  multiply  the  result  by 20 (or by 24,  if you are a
                   member  of the  Company's  "Senior  Team"  at the time of the
                   change in control,  as determined by the Company  immediately
                   prior to the  change  in  control,  in its sole and  absolute
                   discretion).

              How will this be paid? Lump sum, in cash.

              When will it be paid?  By the next  payroll  processing  date that
              occurs at least five business days after you terminate employment.

         o    Company payment of Health Plan premiums:

              How much? All of the premiums.

              What if my spouse/domestic partner and/or eligible dependent child
              are  covered?  The  Company  (or its  successor)  pays  all of the
              premium.


                                      -3-
<PAGE>


              For how long? 20 months (or 24 months,  if you are a member of the
              Company's  "Senior Team" at the time of the change in control,  as
              determined  by the  Company  immediately  prior to the  change  in
              control, in its sole and absolute discretion).

              Under what plan?  The AII Executive  Health Plan or  substantially
              similar coverage.

         o    Immediate vesting of stock options and restricted shares:

              Does this apply to all of my options and restricted  shares?  Yes,
              except of course  this  benefit  does not apply to any option that
              has expired  and any  restricted  shares that have been  forfeited
              prior to you becoming eligible for Change in Control Benefits.

              What does  "immediate  vesting" mean?  Upon becoming  eligible for
              Change in Control Benefits:

              >    any  options  to  which  this  benefit  applies  will  become
                   exercisable, and

              >    the forfeiture and prohibited sale and transfer  restrictions
                   on  restricted  shares to which  this  benefit  applies  will
                   lapse.

              Will   exercisability   of  options  be   extended?   No.   Unless
              "retirement"   benefits   apply  (see   below),   termination   of
              exercisability  of options will be governed by each option's award
              agreement.

              Will the terms of my awards and the  applicable  plan  control all
              terms other than the specific benefits of this Agreement? Yes. For
              example, if the award or option plan provides that the Company may
              purchase  an option  from you upon the  occurrence  of a change in
              control, then that right will continue to apply.

         Can  termination by the Company  without cause or termination by me for
good reason entitle me to retirement  benefits?  Yes. If the termination of your
employment  that  entitles  you to  Change  in  Control  Benefits  occurs  under
circumstances that constitute  "retirement"  under the AII Executive  Retirement
Plan,  you will  receive  retirement  benefits  in addition to Change in Control
Benefits.

         o    In order  for this to  apply,  must I  "retire"  at the time of my
              termination?  Yes,  you must  satisfy the  conditions  to "retire"
              under  the  AII  Executive  Retirement  Plan  by the  time  of the
              termination  of  employment  that makes you eligible for Change in
              Control Benefits.

              Do I have to satisfy  all of the  retirement  conditions?  No, the
              notice and voluntary  termination  requirements will not apply and
              the Company (or its successor)  must give you at least ten days to
              sign the "release" and  "Noncompete  Agreement" as those terms are
              described in the AII Executive Retirement Plan.


                                      -4-
<PAGE>


         o    What additional benefits will I receive?

              >    Retiree health:  Your benefit will be as described in the AII
                   Executive  Retirement  Plan,  except that in accordance  with
                   this  Agreement  you will not be  required to pay any premium
                   for the first 20 or 24 months of coverage.

              >    Options and Restricted Shares:

                   >>   Vesting:  The  Change in  Control  Benefits  will  apply
                        because they are more favorable.

                   >>   Option  exercisability:  The extension of exercisability
                        under the Retirement  Plan will apply because it is more
                        favorable.

                   What  if the  Company  exercises  any  right  it may  have to
                   purchase my options upon a change in control?  If your option
                   award  agreement  or the option  plan  permit the  Company to
                   purchase the option and that occurs,  extended exercisability
                   will not apply.

              >    Bonuses:

                   Will I receive both a change in control bonus and the bonuses
                   set forth in the Executive Retirement Plan? Yes.

              >    Other Executive Retirement Benefits:

                   Will the other Executive Retirement Plan benefits be provided
                   in addition to the Change in Control Benefits? Yes.

         o    Does  "retirement"   constitute  "good  reason"  to  terminate  my
              employment after a change in control? No.

         o    Do the Executive  Retirement  Plan  "promises" by me apply after a
              change in control?  Yes, if you receive the  Executive  Retirement
              Plan's benefits, then you must keep the promises.

         o    Can my Change in  Control  Benefits  be "cut  back"?  Yes.  If the
              Change in  Control  Benefits  would  create  an  excess  parachute
              payment,  as that term is defined in Section  280G of the Internal
              Revenue Code (the "Code"),  then you shall receive  either (i) the
              Change in Control Benefits, or (ii) the Change in Control Benefits
              reduced  to an  amount  equal to one  dollar  ($1)  less  than the
              maximum amount  allowed under the Code without  creating an excess
              parachute  payment,   whichever  amount  results  in  the  greater
              after-tax payment to you.

              Who will decide which  benefit(s)  to cut back and how to do that?
              The Company.


                                      -5-
<PAGE>


         YOUR OBLIGATIONS:  By signing this Agreement,  you agree to fulfill the
         following Obligations:

         Confidentiality/Trade Secrets:

         o    What is my Obligation? You must use your best efforts and exercise
              utmost  diligence to protect and  safeguard  the trade secrets and
              confidential and proprietary information of the Company.

         o    What  are  examples  of  "trade  secrets  and   confidential   and
              proprietary information"?  The identity of the Company's customers
              and suppliers,  its arrangements with customers and suppliers, and
              its  technical  and  financial  data,  records,   compilations  of
              information,  processes,  procedures,  recipes and  specifications
              relating to its customers,  suppliers,  products and services, new
              products and product testing,  discoveries,  ideas, trade secrets,
              computer software, training programs and techniques,  research and
              development of new concepts,  operating procedures and "know-how",
              marketing and advertising techniques and plans, customer research,
              strategic  plans,  pricing  policies,  restaurant sales and margin
              information,  financial,  business and operational information and
              reports and other financial  information  about the Company or its
              business.

         o    May I  disclose  trade  secrets  or  confidential  or  proprietary
              information? No.

              Are there exceptions?  Yes,  disclosures required in the course of
              your employment with the Company or by law.

         o    May I use trade secrets or confidential or proprietary information
              for my own benefit or for the benefit of another?  No, you may not
              do so either directly or indirectly.

         o    Must I deliver such information to the Company upon termination of
              employment?    Yes.   Files,   records,    documents,    drawings,
              specifications,  memoranda,  notes, or other documents relating to
              the business of the Company,  whether prepared by you or otherwise
              coming into your  possession,  shall be the exclusive  property of
              the Company and shall be delivered to the Company and not retained
              by you.

              May  the  Company  require  that I  deliver  this  information  at
              anytime? Yes.

         o    During what period am I obligated by this? Both during the term of
              your employment by the Company and thereafter.

         Discoveries:

         o    What is my  Obligation?  You will fully  inform the Company of and
              disclose to the Company all "discoveries."


                                      -6-
<PAGE>


         o    What are  "discoveries"?  All inventions,  designs,  improvements,
              discoveries, and processes that you have now or may hereafter have
              during your employment with the Company and that pertain or relate
              to the  business  of the  Company  or to  any  experimental  work,
              products,  services,  or  processes  of the Company in progress or
              planned for the  future,  whether  conceived  by you alone or with
              others,  and whether or not conceived during regular working hours
              or in conjunction with the use of any Company assets.

         o    Do all "discoveries"  belong to the Company?  Yes, all discoveries
              shall be the  exclusive  property  of the  Company  whether or not
              patent or trademark applications are filed thereon. You agree that
              you  shall  never  at any time  during  or  after  termination  of
              employment  have or claim  any  right,  title or  interest  in any
              copyright,  trademark,  trade name, or other intellectual property
              or  any  confidential  information  belonging  to or  used  by the
              Company.

         o    Am I required to assist the Company to establish its rights?  Yes.
              You shall  execute all  necessary  papers,  maintain  adequate and
              current records and otherwise provide assistance, at the Company's
              expense,  during and after  employment,  to enable the  Company to
              obtain for itself or its nominee patents, copyrights,  trademarks,
              registrations  or other  legal  protection  for such  intellectual
              property and protect the same against  infringement by others.  If
              such  assistance  takes place after your employment is terminated,
              then you shall be paid by the Company at an hourly rate determined
              based on one hundred  percent  (100%) of your existing base salary
              at the date of  termination  divided by 2080 for any time actually
              spent in rendering such assistance at the request of the Company.

         o    What is  "intellectual  property?  "Intellectual  property"  shall
              include,  without  limitation,  patents,  trademarks,  copyrights,
              trade   secrets,   invention,   discoveries   and  other  business
              information that is not publicly known.

         o    During what period am I obligated by this? Both during the term of
              your employment by the Company and thereafter.

         Non-competition:

         o    What is my  Obligation?  You will not,  without the prior  written
              consent of the Board,  directly  or  indirectly,  as an  employee,
              employer,  consultant,  agent,  principal,  partner,  shareholder,
              corporate  officer,   director,  or  through  any  other  kind  of
              ownership  (other than  ownership of  securities  of publicly held
              corporations  of which  you own less  than one  percent  1% of any
              class of outstanding securities) or in any other representative or
              individual  capacity,  engage in or  render  any  services  to any
              business in North America [revise geographic scope as appropriate]
              engaged in the casual dining restaurant industry,  or in any other
              segment of the  restaurant  industry  in which the  Company or any
              subsidiary  of the  Company  may  become  involved  after the date
              hereof and prior to the date of your termination of employment.


                                      -7-
<PAGE>


         o    What is the "casual dining restaurant  industry"?  For purposes of
              this Agreement  "casual dining  restaurant  industry"  consists of
              "sit down"  restaurants  serving alcoholic  beverages,  with a per
              guest average guest check within the United States of under $20.00
              (adjusted  upward  each  year  to  recognize  Company  menu  price
              increases).

         o    During what period am I  obligated  by this?  During the period of
              your   employment   and  until  the  first   anniversary  of  your
              termination of employment.

         Nonsolicitation:

         o    What  is  my  Obligation?   You  will  not,   either  directly  or
              indirectly,  for yourself or for any third party, solicit, induce,
              recruit,  or cause another  person in the employ of the Company to
              terminate   his/her   employment   for  the  purpose  of  joining,
              associating,  or becoming  employed  with any business or activity
              that is engaged in the casual  dining  restaurant  industry or any
              other segment of the restaurant  industry in which the Company may
              become involved after the date hereof and prior to the date of any
              termination of employment.

         o    During what period am I obligated by this? During the term of your
              employment and until the first  anniversary of your termination of
              employment.

         Enforcement of your Obligations:

         o    Are there exceptions to the Obligations? Yes.

              >    If you  voluntarily  terminate  your  employment  following a
                   change in  control  and you are not  eligible  for  Change in
                   Control  Benefits,  then you are not bound by the Obligations
                   of this Agreement after your termination date.

              >    If no change in control has occurred and your  employment  is
                   terminated  by the Company  without cause (as defined in this
                   agreement), then you are not bound by the obligations, unless
                   the  Company  pays to you  severance  benefits  equal  to the
                   amount you would have received under the Company's  severance
                   policy if your job had been  eliminated.  This provision does
                   not apply if you terminate your employment, even if you do so
                   for good reason.

         o    May the Company force me to comply with my  Obligations?  Yes. You
              agree that the  remedy at law for the breach of any such  covenant
              is inadequate and injunctive relief and specific performance shall
              be  available  to prevent the breach or any  threatened  breach of
              your  Obligations.  The Company may exercise all of the  following
              rights  and will not be barred  from  exercising  one right due to
              exercise of another  right:  its remedies at law and its rights to
              an injunction and specific performance.


                                      -8-
<PAGE>


         o    May I avoid my  Obligations if I have a claim against the Company?
              No. The  existence  of any claim or cause of action by you against
              the Company,  whether  predicated on this  Agreement or otherwise,
              shall not  constitute a defense to the  enforcement by the Company
              of your Obligations.

         o    Will my  Obligations  be enforced to the maximum  extent  allowed?
              Yes. You agree that your Obligations are reasonable in content and
              scope and are given by you for adequate consideration. You further
              acknowledge and agree that, if any court of competent jurisdiction
              or other  appropriate  authority shall disagree with our foregoing
              agreement as to reasonableness, then such court or other authority
              shall  reform  or  otherwise  amend  your  Obligations  as  reason
              dictates.

         GENERAL PROVISIONS

         Arbitration:

         o    Is arbitration required?  Yes. Any dispute or claim arising out of
              or relating to this  Agreement  shall be settled by arbitration in
              Johnson  County,  Kansas by one arbitrator in accordance  with the
              then current  "National  Rules for the  Arbitration  of Employment
              Disputes" of the American  Arbitration  Association,  and judgment
              upon any award rendered therein may be entered in any court having
              proper jurisdiction.

         o    How will that be done if a dispute arises before the occurrence of
              a Change in Control?  The Company  shall bear the full cost of any
              arbitration,  including the expenses and attorney's  fees incurred
              by you related  thereto and  including any actions taken by either
              party  to  appeal  or  enforce  the  judgment   rendered  therein,
              regardless  of the  outcome of such  arbitration,  and the Company
              shall not be entitled to use any lawyer who is a Company  employee
              to  represent  it in any dispute or  arbitration  related  hereto.
              Notwithstanding the foregoing, if the Company refuses to arbitrate
              such  a  dispute  and  the  same  is  submitted  to  a  court  for
              resolution, the Company shall pay all attorney's fees and expenses
              as incurred by you in enforcing this Agreement, in addition to any
              such fees and expenses incurred by the Company. Conversely, if you
              refuse to arbitrate  such a dispute and the same is submitted to a
              court for  resolution,  the Company  shall not be obligated to pay
              your attorney's fees or expenses.  Provided  however,  in no event
              shall the  attorney's  fees to be paid by the Company on behalf of
              you exceed $25,000.

         o    How will that be done if a dispute  arises after the occurrence of
              a Change  in  Control?  Each  party  shall  bear its own costs and
              expenses,  including  attorneys'  fees,  related to the dispute or
              claim and the parties  shall  share  equally the costs and fees of
              the arbitrator;  provided, however, that the arbitral award or any
              court  rendered  judgment  may  include a  finding  that one party
              substantially  prevailed  in  the  proceeding  and,  if  so,  such
              prevailing  party may be awarded a judgment  (in  addition  to any
              other  judgment  awarded to such party) for all or any part of its
              costs and expenses,  including  attorney's fees and its portion of
              the costs and fees of the arbitrator.


                                      -9-
<PAGE>


         Mitigation:

         o    Must I attempt to become  employed if I become  entitled to change
              in  control  benefits?  No.  You shall  have no duty to attempt to
              mitigate  the level of  benefits  payable  by the  Company  to you
              hereunder and the Company shall not be entitled to set off against
              the amounts payable hereunder any amounts received by you from any
              other source, including any subsequent employer.

         Governing law:

         o    What law will  govern  this  Agreement?  The laws of the  State of
              Kansas.

         Termination:

         o    May this Agreement be terminated?  This Agreement  shall remain in
              effect  for a period of three  (3)  years  from and after the date
              hereof  and  shall  be  automatically   extended   thereafter  for
              additional  terms of one (1) year each,  unless  either  party has
              provide  written  notice  to the other of the  termination  hereof
              sixty (60) days prior to the end of the then applicable term.

         o    What if a change  in  control  occurs?  This  Agreement  shall not
              terminate or be  terminable  until  eighteen (18) months after the
              effective date of the change in control and this Agreement may not
              be  terminated  after  such  eighteen  (18)  month  period if your
              employment with the Company terminated during such 18 month period
              either  by  you  for  Good  Reason  at a time  when  circumstances
              constituting Cause do not exist or by the Company without Cause.

         o    Do my Obligations survive termination?  Your "confidentiality" and
              "discoveries"  Obligations  will survive any  termination  of this
              Agreement.  Your  "noncompete" and  "nonsolicitation"  Obligations
              will survive for one year after any  termination of this Agreement
              by You.

         o    What happens if my  employment  is terminated by the Company or by
              me during the one year  extension?  You are always  subject to the
              "confidentiality" and "discoveries"  Obligations.  In addition, if
              under  the  terms  of  this  Agreement,  you  are  subject  to the
              "noncompete" and  "nonsolicitation"  Obligations,  then those will
              apply for one year after your termination of employment.

         Revisions to make Agreement enforceable:

         o    What  happens if any  provision  of this  Agreement  is held to be
              illegal, invalid, or unenforceable?  Such provision shall be fully
              severable and this Agreement shall be construed and enforced as if
              such  illegal,  invalid,  or  unenforceable  provision  had  never


                                      -10-
<PAGE>


              comprised a part hereof; and the remaining provisions hereof shall
              remain in full force and effect and shall not be  affected  by the
              illegal,  invalid, or unenforceable  provision or by its severance
              herefrom.  Furthermore,  in  lieu  of such  illegal,  invalid,  or
              unenforceable  provision there shall be added  automatically  as a
              part of this  Agreement  a  provision  as similar in terms to such
              illegal,  invalid,  or unenforceable  provision as may be possible
              and still be legal, valid or enforceable.

         Entire Agreement:

         o    Is this the entire  Agreement?  Yes. This Agreement sets forth the
              entire  understanding  of the parties,  other than with respect to
              any stock option or  restricted  shares award  agreements  entered
              into  prior to January 1, 2004 (an  "Existing  Award").  No terms,
              conditions,  warranties, other than those contained herein, and no
              amendments or modifications hereto shall be binding unless made in
              writing and signed by the parties hereto.

         o    Does this  Agreement  supersede  any other  agreement?  Yes.  This
              Agreement supersedes all prior agreements or understandings (other
              than Existing  Awards),  whether  written or oral, with respect to
              change in control, non-compete, non-solicitation, confidentiality,
              discoveries,  and termination or severance benefits payable by the
              Company to you; provided,  however,  that this Agreement shall not
              supersede any ability you may have to receive  severance  benefits
              under any Company severance plan or policy that applies to Company
              associates generally.

         Binding effect:

         o    Does this Agreement  bind  successors?  Yes. This Agreement  shall
              extend  to and be  binding  upon and inure to the  benefit  of the
              parties   hereto,   their   respective   heirs,   representatives,
              successors and assigns.

         Waiver:

         o    What happens if a provision is not promptly enforced?  The failure
              of either party to insist on the  performance  of any of the terms
              or  conditions  of this  Agreement,  shall not be  construed  as a
              waiver or a  relinquishment  of any such provision.  The waiver by
              either  party  hereto of a breach of any term or provision of this
              Agreement  shall  not  operate  or be  construed  as a waiver of a
              subsequent  breach  of the same  provision  by any party or of the
              breach of any other term or provision of this Agreement.

         Counterparts:

         o    May this  Agreement  be  signed  in  counterparts?  Yes,  and each
              counterpart  shall  be  deemed  an  original,   and  together  the
              counterparts shall constitute one and the same instrument.


                                      -11-
<PAGE>


         Notices:

         o    How may  notices be given?  Any notices to be given  hereunder  by
              either  party to the other  may be  effected  either  by  personal
              delivery  in writing or mail,  registered  or  certified,  postage
              prepaid,  with return receipt  requested.  Mailed notices shall be
              addressed as follows:

              a.   If to the Company:

                   Applebee's International, Inc.
                   4551 West 107th Street, Suite 100
                   Overland Park, Kansas 66207
                   Attn:  General Counsel

              b.   If to the Executive:

                   [Executive/address]

         o    How may addresses  for notice be changed?  Either party may change
              its address for notice by giving  notice as set forth  immediately
              above.

         Assignment:

         o    May this  Agreement be  assigned?  Not by you, but the Company may
              assign  this  Agreement  to  any  successor  in  interest  to  the
              business, or part thereof, of the Company.

         Nonconflicting agreements:

         o    By signing this  Agreement,  am I agreeing  that I do not have any
              conflicting commitments?  Yes. You hereby represent to the Company
              (1)  there  are no  restrictions,  agreements,  or  understandings
              whatsoever  to which you are a party  that  would  prevent or make
              unlawful your execution or performance of this Agreement;  and (2)
              your  execution of this  Agreement does not constitute a breach of
              any contract,  agreement,  or understanding,  oral or written,  to
              which you are a party or by which you are bound.

         Disclosure of Agreement:

         o    May the Company disclose this Agreement?  Yes. For example, in the
              event the Company has reason to believe this  Agreement has or may
              be breached,  you  acknowledge and consent that this Agreement may
              be  disclosed  by the Company,  without  risk of  liability,  to a
              current or prospective employer of you or other business entity.


                                      -12-
<PAGE>


         Adequate Consideration:

         o    By signing below, do I agree that my rights to severance benefits,
              both before and after the  occurrence of a change in control,  are
              adequate   consideration   for  my   commitment   to   fulfill  my
              obligations,   including  (but  not  limited  to)  the  noncompete
              obligation? Yes.


                                      -13-
<PAGE>



         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this
Agreement as of the date and year first above written above.


YOU:                                        APPLEBEE'S INTERNATIONAL, INC.


_______________________________             By: ________________________________

                                            Title:______________________________


                                      -14-
<PAGE>

                          SHCEDULE OF PARTIES THERETO

Larry A. Cates
Mike Czinege
David L. Goebel
David R. Parsley
Harry B. Stroup
Carin L. Stutz
Rebecca R. Tilden
Scott White