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


  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").


                                   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


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              Corporation  grants to the  Holder an  Incentive  Stock  Option to
              purchase from the  Corporation  during the period ending  <<Term>>
              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
              <<Vesting_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,  this Incentive Stock Option shall  immediately
                     vest in full,  and the Holder  shall have the right for one
                     (1)  year  after  the date of  Termination  of  Service  to
                     exercise this Incentive Stock Option, 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 immediately vest in full,
                     and   shall   be   exercisable   by  the   Holder's   legal
                     representatives,  legatees,  or  distributes  for three (3)
                     years following the date of the Termination of Service, 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.

       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


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<PAGE>

              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  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

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<PAGE>

              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.


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<PAGE>


     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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