APPLEBEE'S INTERNATIONAL, INC.
                        2001 SENIOR EXECUTIVE BONUS PLAN
                            AS AMENDED FEBRUARY 2006




         1. Purpose.  The purpose of the 2001 Senior  Executive  Bonus Plan (the
"Plan") is to enhance Applebee's  International,  Inc.'s (the "Company") ability
to attract,  motivate,  reward, and retain key senior executives,  to strengthen
their commitment to the success of the Company and to align their interests with
those of the Company's  shareholders by providing additional  compensation based
on the achievement of performance  objectives.  To this end, the Plan provides a
means of rewarding participants based on the performance of the Company.

         2.  Committee.  The Plan shall be  administered  by a committee  of the
Board  of  Directors  of the  Company  (the  "Committee").  Each  member  of the
Committee must be an "outside  director"  within the meaning of the  Regulations
promulgated  under  Section  162(m) of the  Internal  Revenue  Code of 1986,  as
amended (the "Code").

         3. Eligible Employees. Eligible employees shall include any individuals
holding  the  positions  of  Chairman  of the Board,  Chief  Executive  Officer,
President,   Chief  Operating  Officer,   Division  President,   Executive  Vice
President,   or  Senior  Vice  President  (those  eligible   employees  who  are
participants  in  respect  of  any  period  are   hereinafter   referred  to  as
"Participant").  The eligible employees who will participate in the Plan for any
period will be designated by the Committee in its sole discretion not later than
90 days after the commencement of that period.

         4. Maximum Bonus.  The maximum amount of compensation  that may be paid
to a  Participant  pursuant  to this Plan is  $1,500,000  per year.  All amounts
payable  under the Plan with respect to a given period shall be paid in a single
lump sum in the period following the period for which the performance  goals are
established  by the  date set by the  Committee,  or at such  other  time as the
Participant and the Committee may agree.

         5.  Performance  Goals.   Awards  to  Participants  will  be  based  on
performance  goals,  which  shall  provide  for a  targeted  level or  levels of
achievement using one or more of the following  predetermined  measurements,  in
each case  where  applicable  determined  either on a  Company-wide  basis or in
respect of any one or more business units: (a) earnings (either in the aggregate
or on a per-share  basis);  (b) company,  franchise or system  comparable  store
sales; (c) company,  franchise or system traffic growth;  (d) net income (before
or after taxes);  (e) operating income; (f) restaurant margin before pre-opening
expense; (g) cash flow; (h) return measures (including return on assets,  equity
or sales);  (i) earnings before or after taxes, and before or after depreciation
and  amortization;  (j)  gross  revenues;  (k)  share  price  of  Company  stock
(including  growth  measures and total  stockholder  return or attainment by the
shares of a specified value for a specified  period of time);  (1) reductions in
expense levels;  (m) net economic value; (n) market share or related strength of
brand  measures  related to consumer  perception,  including  but not limited to
brand  relevance and guest  satisfaction,  in each case based on objective  data
such as guest or market  surveys;  or (o)  retention  of Company  associates  in
general or in any  specific  category or level of  employment.  The  performance
goals may differ from  Participant to Participant  and from award to award.  The
specific  performance goals for a given period will be established in writing by
the  Committee on or before the latest date  permissible  to enable the award to
qualify as "performance-based compensation" under section 162(m) of the Code.

         6.  Certification.  Prior to payment of a bonus in respect to a period,
the Committee must certify in writing as to the  satisfaction  of and compliance
with the performance goals and other material terms of the Plan for that period.

         7. Amendment or  Termination.  The Committee may amend or terminate the
Plan at any time in its  discretion;  provided,  however,  that no  amendment or
termination  of the Plan may  affect any award made under the Plan prior to that
time.

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         8.  Shareholder  Approval.  The  adoption  of this  Plan was  initially
approved by the  shareholders of the Company in May 2001. This Plan, as amended,
is again being  submitted to the  shareholders  of the Company for approval,  in
accordance with section 162(m) of the Code.

         9. Books and Records;  Expenses. The books and records to be maintained
for the  purpose  of the Plan  shall be  maintained  under the  supervision  and
control of the Committee.  All  calculations  and financial  accounting  matters
relevant to this Plan shall be  determined in  accordance  with GAAP,  except as
otherwise  directed by the  Committee.  All expenses of  administering  the Plan
shall be paid by the Company from the general funds of the Company.

         10.  Beneficiaries.  Each Participant shall have the right to designate
in writing a beneficiary  (a  "Beneficiary")  to succeed to his right to receive
payments  hereunder  in  the  event  of his  death.  In  case  of a  failure  of
designation  or the  death of a  designated  Beneficiary  without  a  designated
successor, payments shall be made to the Participant's estate. Beneficiaries may
be  changed  by the  Participant  in writing  without  the  consent of any prior
Beneficiaries.

         11. No  Attachment.  To the extent  permitted  by law, the right of any
Participant or any Beneficiary in any benefit or to any payment  hereunder shall
not be subject in any manner to  attachment or other legal process for the debts
of such Participant or Beneficiary; and any such benefit or payment shall not be
subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

         12. No  Liability.  No member of the Board or of the  Committee  and no
officer or employee of the Company  shall be liable to any person for any action
taken or omitted  in  connection  with the  administration  of this Plan  unless
attributable  to his own fraud or willful  misconduct;  nor shall the Company be
liable to any person for any such action unless attributable to fraud or willful
misconduct on the part of a director, officer or employee of the Company.

         13. No Fiduciary Relationship. Nothing contained herein shall be deemed
to  create a trust of any kind or  create  any  fiduciary  relationship.  To the
extent  that any person  acquires a right to receive  payments  from the Company
under this Plan,  such right shall be no greater than the right of any unsecured
general creditor of the Company.

         14. No Guarantee of Employment. Nothing contained in this Plan shall be
deemed to give any  Participant  the right to be  retained in the service of the
Company  or to  interfere  with  the  right  of the  Company  to  discharge  any
Participant,  for or without cause, at any time,  regardless of the effect which
such discharge shall have upon such individual as Participant in the Plan.

         15.  Governing Law. This Plan shall be construed in accordance with the
laws of the State of Kansas.

         16.  Interpretation of Plan. The Committee shall have sole and absolute
discretion and authority to interpret all provisions of this Plan and to resolve
all  questions  arising  under  this  Plan;  including,   but  not  limited  to,
determining  whether any person is eligible under this Plan,  whether any person
shall receive any payments pursuant to this Plan, and the amount of any payments
to  be  made  pursuant  to  this  Plan.   Any   interpretation,   resolution  or
determination of the Committee shall be final and binding upon all concerned and
shall not be subject to review.

         17. Withholding.  Prior to the delivery of any payment pursuant to this
Plan,  the  Company  shall have the power and the right to deduct or withhold or
require a Participant to remit to the Company,  an amount  sufficient to satisfy
Federal,  state and local taxes  (including the  Participant's  FICA obligation)
required to be withheld with respect to such delivery.






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