SIXTH AMENDMENT TO
                         APPLEBEE'S INTERNATIONAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


     THIS  SIXTH  AMENDMENT  is  adopted  this 30th day of  November,  2006,  by
Applebee's International, inc. a Delaware corporation.

     WHEREAS,  Applebee's  International,   Inc.  (the  "Company")  adopted  the
Applebee's  International,  Inc. Employee Stock Purchase Plan (the "Plan"), with
the Plan intended to qualify as an "employee  stock purchase plan" under Section
423 of the Internal Revenue Code;

     WHEREAS, the Plan permits eligible employees of the Company to purchase the
common stock of the Company at a discount from its trading price on NASDAQ;

     WHEREAS,  the  Company  reserved  the  right to amend the Plan from time to
time, subject to certain restrictions specified in Section 15.2 of the Plan; and

     WHEREAS,  the  Company  now  desires  to  amend  the  Plan  in  the  manner
hereinafter set forth.

     NOW  THEREFORE,  effective  as of January  1, 2007,  the Plan is amended as
follows:

     1. Article 6 is amended in its entirety to read as follows:

                           "Article 6 - Purchase Price

     The "Purchase  Price" per Share pursuant to an Offering shall be 95% of the
fair  market  value per Share on the  Ending  Date of such  Offering  or, if the
Ending Date is not a business day, the nearest prior  business day. "Fair market
value" for this purpose shall mean the closing price as reported on the National
Association of Securities  Dealers  Automated  Quotation  National Market System
(the "NASDAQ-NMS") or, if the Shares are not reported on the NASDAQ-NMS,  on the
stock  exchange,  market,  or system on which the Shares are traded as  reported
that is designated by the Committee as controlling  for purposes of the Plan. In
the event  Shares are not so traded or reported,  no purchase  shall be made and
each  Participant's  interest in the amount  credited  to the Payroll  Deduction
Account shall be returned to each Participant without interest."

     2. Section 11.3 is amended in its entirety to read as follows:

     11.3 A Participant  hereunder may elect at any time on a form acceptable to
the  Committee  to have  all or part of the  Shares  credited  to the  Brokerage
Account on his behalf  (including  fractional  Shares) sold at the Participant's
expense and cash paid to the Participant.  A Participant hereunder may elect, at
any time after two years following the Commencement Date for any Offering and on
a form  acceptable  to the  Committee,  to have all or part of the whole  Shares
purchased with respect to such Offering and credited to the Brokerage Account on
his behalf (including  fractional Shares):  (i) transferred to the Participant's
individual  brokerage account established at the Participant's  expense, or (ii)
issued to the Participant or his designee in the form of a stock certificate.

     3. The provisions of this Amendment are effective as of the dates set forth
herein. In all other respects, the Plan shall remain unchanged.

     IN WITNESS WHEREOF,  the Company has executed this Amendment as of the 30th
day of November, 2006.


                                  APPLEBEE'S INTERNATIONAL, INC.
                                  "Company"


                                  By: /s/ Rebecca Tilden
                                     --------------------

                                  Title: Vice President
                                        ----------------