Nonqualified Stock Option Agreement
            (Nonemployee Director Grants Under Section 9 of the Plan)


    THIS AGREEMENT is made and entered into this <<Date>>, between Applebee's
 International, Inc., a Delaware corporation (the "Corporation"), and <<Name>>
      (the "Holder") in connection with the grant of a Nonqualified Stock
    Option under the APPLEBEE'S INTERNATIONAL, INC. AMENDED AND RESTATED 1995
                      EQUITY INCENTIVE PLAN (the "Plan").


                                   WITNESSETH:

WHEREAS,  the Holder is a director 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 a  Nonqualified  Stock Option to purchase  Shares of
the  Corporation  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.  For purposes of this  Agreement,  capitalized  terms
              used but not defined  herein shall have the  meanings  ascribed to
              such terms in the Plan.

       2.     Grant of  Nonqualified  Stock  Option.  Subject  to the  terms and
              conditions  set  forth  herein  and in the Plan,  the  Corporation
              grants to the Holder a Nonqualified  Stock Option to purchase from
              the  Corporation  during the period ending ten years from the date
              of  this   Agreement   <<M__of_shares>>   Shares  at  a  price  of
              <<Grant_Price>>  per share,  subject to  adjustment as provided in
              the Plan.  This  Nonqualified  Stock  Option shall vest and become



<PAGE>

              exercisable  on and after the date set forth below and,  except as
              specifically  provided otherwise herein or in the Plan, not before
              such date.

                   ----------------------------- ------------------------------
                        First Exercise Date             Number of Shares
                   ----------------------------- ------------------------------
                             <<Date1>>                  <<M__of_shares>>
                   ----------------------------- ------------------------------

       3.     Notice  of  Exercise.   This  Nonqualified  Stock  Option  may  be
              exercised in whole or in part,  from time to time,  in  accordance
              with  Paragraph  2, by written  notice to the  Corporation  at the
              address provided in Paragraph 14, which notice shall:

              (a)    specify  the  number  of  Shares  to be  purchased  and the
                     Exercise Price to be paid therefore;

              (b)    if the person exercising this Nonqualified  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 Nonqualified Stock Option; and

              (c)    be  accompanied by payment in full of the Exercise Price in
                     a form permitted by the Committee.

       4.     Investment  Letter.  The Holder agrees that the Shares acquired on
              exercise of this  Nonqualified  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 of 1933,  as
              amended (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 Nonqualified 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  Nonqualified  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 Nonqualified  Stock Option is
              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 is then listed.

       5.     Transfer and Exercise of Nonqualified  Stock Option. The Committee
              may,  in its  discretion,  authorize  all  or a  portion  of  this
              Nonqualified Stock Option to be transferred by the Holder, without
              value, to or for the benefit of (i) the Holder's  Immediate Family
              Members  (as  defined  below),  (ii) a  trust  or  trusts  for the
              exclusive  benefit of such Immediate  Family  Members,  or (iii) a
              partnership,  limited liability company,  or other business entity
              in  which  the  Holder's  Immediate  Family  Members  are the only
              holders of ownership  interests in such business entity;  provided
              that (x) such transfers are subject to any limits or  restrictions
              as the Committee may establish  from time to time,  (y) subsequent
              transfers  of  this  Nonqualified  Stock  Option,  or any  portion
              thereof,  shall  be  prohibited  except  transfers  by  will or in
              accordance  with the laws of  descent  and  distribution,  and (z)
              following transfer,  this Nonqualified Stock Option shall continue
              to be subject to the same terms and conditions as were  applicable


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<PAGE>

              immediately  prior to transfer,  provided that for the purposes of
              this Agreement,  the term "Holder" shall be deemed to refer to the
              transferee.  The  foregoing  right to transfer  this  Nonqualified
              Stock Option shall apply to the right to consent to  amendments to
              this Agreement and, in the discretion of the Committee, shall also
              apply to the right to transfer  ancillary  rights  associated with
              the Nonqualified Stock Option. The term "Immediate Family Members"
              shall mean the Holder's spouse, parents,  children,  stepchildren,
              sisters,    brothers,    and   grandchildren,    including   those
              relationships  resulting from adoption, and shall also include the
              Holder.  The event of a termination of service as a Director shall
              continue  to be  applied  with  respect  to the  original  Holder,
              following which the Nonqualified Stock Option shall be exercisable
              by the  transferee  only  to the  extent,  and  for  the  periods,
              specified herein. Neither the Committee nor the Company shall have
              any obligation to provide notice to a transferee of termination of
              this Nonqualified Stock Option under the terms of this Agreement.

       6.     Status of Holder.  The Corporation  shall not be required to issue
              or transfer any certificates for Shares purchased upon exercise of
              this Nonqualified  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.

       7.     No Effect on Capital  Structure.  This  Nonqualified  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.

       8.     Expiration of Nonqualified  Stock Option.  This Nonqualified Stock
              Option  expires ten years from the date hereof.  In the event of a
              termination  of service as a Director  prior to the  expiration of
              this Nonqualified Sock Option, the following rules shall apply:

              (a)    Termination  of  Service  -  General.  In the  event of the
                     termination  of service  of the Holder as a Director  for a
                     reason  other than death,  Disability  or  Retirement,  the
                     Holder shall have the right for one (1) year after the date
                     of  such   termination   of   service  to   exercise   this
                     Nonqualified  Stock Option to the extent this  Nonqualified
                     Stock  Option  is  exercisable  as of such  termination  of
                     service,  and thereafter,  this  Nonqualified  Stock Option
                     shall terminate and cease to be exercisable.

              (b)    Termination  of Service - Disability.  If the Holder ceases
                     to be a Director by reason of Disability,  the Holder shall
                     have the  right  for  three  (3)  years  after  the date of
                     cessation of  directorship,  to exercise this  Nonqualified
                     Stock Option to the extent this  Nonqualified  Stock Option
                     is  exercisable  on the date of cessation of  directorship,
                     and  thereafter,   this  Nonqualified  Stock  Option  shall
                     terminate and cease to be exercisable.

              (c)    Termination of Service - Death.  If the Holder dies while a
                     Director,   this   Nonqualified   Stock   Option  shall  be
                     exercisable   by  the   Holder's   legal   representatives,
                     legatees,  or distributes for three (3) years following the
                     date of the Holder's death to the extent this  Nonqualified
                     Stock Option is  exercisable on the Holder's date of death,
                     and  thereafter  this   Nonqualified   Stock  Option  shall
                     terminate and cease to be exercisable.

              (d)    Termination of Service - Retirement. Upon Retirement of the
                     Holder, this Nonqualified Stock Option shall be exercisable
                     for a period  of three (3) years  from  such  date,  to the
                     extent this Nonqualified Stock Option was exercisable as of
                     the date of Retirement,  and thereafter,  this Nonqualified
                     Stock Option shall terminate and cease to be exercisable.

       9.     Change in Control.  The effect of a Change in Control  shall be as
              set forth in the Plan.


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<PAGE>

       10.    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
              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.

       11.    Compensation Committee Discretion. Holder may be released from its
              obligations  under  paragraph  10 above  only if the  Compensation
              Committee determines in its sole discretion that such action is in
              the best interests of the Corporation.

       12.    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.

       13.    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.

       14.    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
              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:           <<Name>>
                                    4551 W. 107TH STREET
                                    OVERLAND PARK, KS 66207

15.               Information Confidential. As partial consideration for the
                  granting of this Nonqualified 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.

16.               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:      Lloyd L. Hill
                                     Title:   Chairman & Chief Executive Officer



                                     Holder


                                     -------------------------------------------
                                     Name:    <<Name>>



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