Applebee's International, Inc
                 AMENDED AND RESTATED 1995 Equity incentive plan
                        restricted stock award agreement
             (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").  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

<PAGE>

       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 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; or

                  (ii) The Disability of the Grantee.

       (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.

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.


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<PAGE>

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
       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

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.


-----------------------------------
Name of Grantee


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