Applebee's International, Inc
                 AMENDED AND RESTATED 1995 Equity incentive plan
                        Restricted Stock Award Agreement


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         This Restricted  Stock Award Agreement ( the  "Agreement") is made this
<<Date>>  with <<Name>>  (the  "Grantee")  and evidences the grant by Applebee's
International, Inc. (the "Company") of a Restricted Stock Award (the "Award") to
the Grantee on the date hereof (the "Grant Date").  By executing this Agreement,
the  Grantee  agrees  to be  bound in  accordance  with  the  provisions  of the
Applebee's  International,  Inc. Amended and Restated 1995 Equity Incentive Plan
(the  "Plan").  Defined  terms used but not defined  herein  shall have the same
meaning as used in the Plan.

1.       Shares  Awarded  and  Restrictions  on  Shares.  The  Grantee is hereby
         awarded <<Number_of_shares>> shares of the Company's common stock, $.01
         par value (the  "Restricted  Shares"),  which are subject to forfeiture
         and to the  restriction on the rights of sale and transfer set forth in
         this  document and further  subject to the terms and  conditions of the
         Plan, the provisions of which are hereby  incorporated in this document
         by reference.

2.       Sale or Transfer Restrictions. Except as provided in Paragraph 6 below,
         all Restricted  Shares shall be held by the Grantee  without the rights
         of sale or transfer, and subject to forfeiture as provided in Paragraph
         3 below;  provided,  however,  that such restrictions shall lapse as of
         [vesting date(s)].

3.       Employment Requirement. Except as provided in Paragraph 6 below, in the
         event  the  Grantee's  employment  with  the  Company  or  any  of  its
         Affiliates  terminates  prior to the dates  specified  in  Paragraph 2,
         above,  any portion of the Restricted  Shares which remains  restricted
         will be  forfeited  by the  Grantee  and  become  the  property  of the
         Company. For purposes of this document,  an authorized leave of absence
         (authorized  by the  Company to the  Grantee in  writing)  shall not be
         deemed a termination of employment hereunder.

4.       Issuance of Restricted Shares.  Restricted Shares will be issued in the
         name of the  Grantee  and  shall be held in escrow  by the  Company  in
         accordance  with the terms of the Plan.  When the  prohibited  sale and
         transfer  restrictions  lapse under Paragraph 2, above, with respect to


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         all or a portion of the  Restricted  Shares,  provided  the  Restricted
         Shares have not been forfeited  under  Paragraph 3, above,  the Company
         shall deliver to the Grantee the stock  certificate  for the Restricted
         Shares  or  such  portion  thereof.  The  Company  is not  acting  as a
         fiduciary  and has no  obligations  other than as set forth in the Plan
         and this  Award.  The  Company  may  cancel  the  Restricted  Shares if
         forfeited   hereunder  and  the  Grantee  shall  deliver  herewith  any
         instrument requested by the Company to effect such cancellation.

5.       Voting and Other Rights of Restricted Shares.  Upon the issuance of the
         Restricted  Shares,  the  Grantee  shall  have all of the  rights  of a
         stockholder  of the Company,  including the right to receive  dividends
         and to vote the  Restricted  Shares  until  the  date as of which  such
         shares may have been  forfeited to the Company as provided in Paragraph
         3 above.  Notwithstanding  the  foregoing,  in the  event of any  stock
         dividend,  stock split, division of shares or other corporate structure
         change which results in the issuance of additional  shares with respect
         to Restricted  Shares prior to the date as of which the certificate for
         such Restricted  Shares is to be delivered to the Grantee,  such shares
         shall be held by the Company and shall become Restricted Shares.

6.       Acceleration of Release of Restrictions.  The forfeiture and prohibited
         sale  and  transfer   restrictions  on  the  Restricted   Shares  shall
         immediately lapse on the earliest of the following:

         (a)  The Grantee's date of death;

         (b)  The Disability of the Grantee; or

         (c)  The Retirement of the Grantee, unless the Grantee has entered into
              an  employment  agreement  or Change  in  Control  and  Noncompete
              Agreement  with the  Company  and  participates  in the  Company's
              Executive  Retirement  Plan,  in  which  case  the  effect  on the
              Restricted  Shares  of the  Grantee's  Retirement  shall be as set
              forth in the terms of the Company's Executive Retirement Plan.

7.       Taxes. The Grantee will be solely responsible for any federal, state or
         local  income  taxes  imposed in  connection  with the  granting of the
         Restricted Shares or the delivery of such shares pursuant thereto,  and
         the  Grantee  authorizes  the  Company  or any  Affiliate  to make  any
         withholding  for  taxes  which  the  Company  or  any  Affiliate  deems
         necessary or proper in connection therewith. Upon recognition of income
         by the Grantee with respect to the Award  hereunder,  the Company shall
         withhold taxes pursuant to Section 13 of the Plan.

8.       Changes in  Circumstances.  It is expressly  understood and agreed that
         the Grantee  assumes all risks incident to any change  hereafter in the
         applicable  laws or regulations or incident to any change in the market
         value of the Restricted Shares after the date hereof.

9.       No  Conflict.  In the event of a  conflict  between  this Award and the
         Plan, the provisions of the Plan shall govern.

10.      Governing Law. This award shall be governed under the laws of the State
         of Kansas.


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11.      Change of  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  Grantee and  Company,  or, in the event  Grantee has not
         entered  into  a  Change  in  Control  and  Noncompete  Agreement,  the
         Grantee's  employment  agreement  with the  Company.  In the  event the
         Grantee has not entered into either a Change in Control and  Noncompete
         Agreement or an employment  agreement  with the Company (or Grantee 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.



Applebee's International, Inc


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By:  Lloyd Hill
Title:  Chairman and Chief Executive Officer

ACKNOWLEDGEMENT

         The  undersigned  Grantee  acknowledges  that he or she understands and
agrees to be bound by each of the terms and conditions of this Agreement.


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Name of Grantee




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