APPLEBEE'S INTERNATIONAL, INC.
                 AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
                        RESTRICTED STOCK AWARD AGREEMENT
                          (stock ownership guidelines)
             (Officer Participants in the Executive Retirement Plan)



     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")  under  the  Applebee's
International,  Inc.  Amended  and  Restated  1995  Equity  Incentive  Plan (the
"Plan"),  in  accordance  with the  Company's  Stock  Ownership  Guidelines.  By
executing this Agreement,  the Grantee agrees to be bound in accordance with the
provisions of 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 set forth 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
       <<vest>> so long as on such date the Grantee  owns shares of common stock



<PAGE>

       equal to or greater  than the  amounts  required to be held by him/her as
       set forth in the Company's Stock Ownership  Guidelines and is employed by
       the Company as of such date(s).

3.     Employment  and  Stock  Ownership  Requirements.  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 date(s)  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.  In addition,  except as
       provided in Paragraph 6 below,  if on the date(s)  specified in Paragraph
       2,  above,  the Grantee  does not own shares of common  stock equal to or
       greater  than the amounts  required to be held by him/her as set forth in
       the Company's Stock Ownership  Guidelines,  the Restricted Shares will be
       forfeited by the Grantee and become the property of the Company.

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 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.

       (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;

                  (ii)     The Disability of the Grantee; or

                  (iii)    The Grantee's  Termination of Service by  the Company
                           Without Cause.

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<PAGE>

       (b)    Upon  Retirement  of the  Grantee,  the  effect on the  Restricted
              Shares  shall  be as set  forth  in  the  terms  of the  Company's
              Executive   Retirement   Plan.   "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.

       (c)    "Without  Cause" is defined as any  Termination  of Service of the
              Grantee, excluding the following:

                  (i)      The  Grantee is  convicted  of - or pleads  guilty or
                           nolo  contendre to -any felony or any other  criminal
                           offense involving moral turpitude;

                  (ii)     The Grantee is  terminated  as a result of failure to
                           perform  his/her  in  a  manner   acceptable  to  the
                           Company;

                  (iii)    The  Grantee,  in the  Company's  good faith  belief,
                           violates  any  applicable  local,  state  or  federal
                           employment  law,  including,  but not limited to, any
                           anti-discrimination law; or

                  (iv)     A  Termination  of  Service  of  the  Grantee  due to
                           Disability, death, or Retirement.

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.

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


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<PAGE>

       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.


--------------------------------------------
By:     Lloyd Hill
Title:  Chairman and Chief Executive Officer


ACKNOWLEDGMENT

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


------------------------------------

<<Name>>


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