APPLEBEE'S INTERNATIONAL, INC
                 AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
                        RESTRICTED STOCK AWARD AGREEMENT
             (Officer Participants in the Executive Retirement Plan)
                         (Performance Restricted Stock)

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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 Agreement
     and further subject to the terms and conditions of the Plan, the provisions
     of which are hereby incorporated in this Agreement by reference.

2.   Performance Contingency.

     (a)  Performance  Period. The "Performance  Period" is the period beginning
          on January 1 of the grant year and  ending on the fourth  December  31
          thereafter.

     (b)  Performance Contingency.  Except as provided in this Paragraph 2(b) or
          in  Paragraph  6 below,  all  Restricted  Shares  shall be held by the
          Grantee  without  the  rights  of  sale or  transfer  and  subject  to
          forfeitures as provided  herein (the  "Performance  Contingency").  If
          Total Return to  Shareholders of the Company (as defined below) at the
          end of the  Performance  Period,  when  calculated  by the Company and
          approved by the Committee is (i) less than the 25th  percentile of the
          Total Return to Shareholders of the Peer Group (as defined below), all
          Restricted  Shares  will be  forfeited  by the  Grantee and become the
          property  of the  Company;  (ii)  greater  than or  equal  to the 25th
          percentile of the Total Return to Shareholders of the Peer Group,  the
          restrictions on transfer shall lapse with

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          respect to 50% of the Restricted  Shares;  (iii) greater than or equal
          to the 50th percentile of the Total Return to Shareholders of the Peer
          Group,  the  restrictions  on  transfer  will  lapse as to 100% of the
          Restricted  Shares;  and  (iv)  greater  than  or  equal  to the  75th
          percentile of the Total Return to Shareholders of the Peer Group,  the
          Company shall grant to the Grantee  additional shares of the Company's
          common  stock  equal to 50% of the total  Restricted  Shares,  with no
          restrictions.

     (c)  Total Return to  Shareholders.  "Total Return to  Shareholders"  shall
          mean the  percentage by which the trading price of a company's  common
          stock,  plus any common stock  dividends  paid during the  Performance
          Period,  increases  during  the  Performance  Period.  This  change in
          trading  price  shall be  measured by using the average of the closing
          price  of the  common  stock  for the 200  trading  days  prior to the
          beginning of the  Performance  Period as the beginning  trading price,
          and the average of the closing  price of the common  stock for the 200
          trading days prior to the end of the Performance  Period as the ending
          trading price.

     (d)  Peer Group. "Peer Group" shall mean the companies included in the Bear
          Stearns Index.  The Committee may remove companies from the Peer Group
          as it deems appropriate to account for corporate  structure changes in
          these companies.

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 end of the Performance  Period,  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 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  2 or 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.

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6.   Acceleration of Release of Restrictions; Retirement.

     (a)  The forfeiture and prohibited  sale and transfer  restrictions  on the
          Restricted  Shares  shall  immediately  lapse on the  earliest  of the
          following:

          (i) The Grantee's date of death; or

          (ii) The Disability of the Grantee.

     (b)  Upon  Retirement of the Grantee  during the  Performance  Period,  the
          effect on the Restricted  Shares shall be as set forth in the terms of
          the Company's  Executive  Retirement  Plan,  and the Award will remain
          subject to the Performance  Contingency.  "Retirement"  shall mean the
          satisfaction  of all  conditions  necessary  for the Grantee to become
          entitled to receive benefits under 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.  The  Grantee  may elect to  satisfy  any tax
     withholding obligation of the Company by having a portion of the Restricted
     Shares otherwise  deliverable withheld in accordance with Section 13 of the
     Plan.  In the event  the  Grantee  has not made  appropriate  elections  or
     otherwise followed the procedures  required by the Company for satisfaction
     of the tax withholding  obligation,  the Company shall withhold  Restricted
     Shares in accordance with 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.

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

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     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. This Agreement 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.



APPLEBEE'S INTERNATIONAL, INC


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By:  ________________________
Title:  _____________________

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