Nonqualified Stock Option Agreement
             (Officer Participants In the Executive Retirement Plan)

         THIS STOCK OPTION AWARD AGREEMENT (the "Agreement") is made and
        entered into this <<Date>> (the "Grant 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 either an  employee  of the  Corporation  or one of its
Affiliates  in a key  position  or 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 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.  Capitalized  terms  used in this  Agreement  but not
              defined  herein  shall have the meaning set forth in the Plan.  In
              addition,  the following  terms shall have the meanings  specified
              below:

              1.1    "Retirement"  shall mean the satisfaction of all conditions
                     necessary  for the  Holder to become  entitled  to  receive
                     benefits under the Corporation's Executive Retirement Plan.

              1.2    "Securities  Act" shall mean the Securities Act of 1933, as
                     amended.

<PAGE>

       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 <<Term>> years from the
              Grant   Date   <<Number_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
              exercisable in full on and after  <<Vesting_Date>>  and, except as
              specifically  provided otherwise herein or in the Plan, not before
              such date.

       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 therefor;

              (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,  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


                                       2
<PAGE>

              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
              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 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.     Issue of Shares. 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  <<Term>> years from the date hereof.  In the event
              of a Termination  of Service of the Holder prior to the expiration
              of this  Nonqualified  Stock  Option,  the  following  rules shall
              apply:

              (a)    Termination of Employment - Other than Disability, Death or
                     Retirement.  If there is a  Termination  of  Service of the
                     Holder  for  a  reason  other  than  the  Holder's   death,
                     Disability  or  Retirement,  the  portion,  if any, of this
                     Nonqualified Stock Option that remains  unexercised,  shall
                     terminate  and  cease to be  exercisable  ninety  (90) days
                     after  the date of such  Termination  of  Service  and that
                     portion, if any, that pursuant to this Agreement is not yet
                     exercisable on such date,  shall  terminate and cease to be
                     exercisable as of such date.

              (b)    Termination  of  Employment  -  Disability.  If  there is a
                     Termination   of   Service  of  the  Holder  by  reason  of
                     Disability,    this   Nonqualified   Stock   Option   shall
                     immediately  vest in full,  and the  Holder  shall have the
                     right for three (3) years after the date of  Termination of
                     Service to exercise this  Nonqualified  Stock  Option,  and
                     thereafter,  this Nonqualified Stock Option shall terminate
                     and cease to be exercisable.

              (c)    Termination   of   Employment  -  Death.   If  there  is  a
                     Termination  of  Service  of the Holder by reason of death,
                     this  Nonqualified  Stock Option shall  immediately vest in
                     full,  and  shall  be  exercisable  by the  Holder's  legal
                     representatives,  legatees,  or  distributes  for three (3)
                     years following the date of the Termination of Service, and
                     thereafter this  Nonqualified  Stock Option shall terminate
                     and cease to be exercisable.

              (d)    Termination  of  Employment  -  Retirement.  If  there is a
                     Termination   of   Service  of  the  Holder  by  reason  of
                     Retirement,   the  vesting  and   exercisability   of  this
                     Nonqualified  Stock  Option shall be  determined  under the
                     Applebee's International, Inc. Executive Retirement Plan.

                                       3
<PAGE>

       9.     Change in 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 the Holder and the  Corporation,  or, in the
              event  Holder  has  not  entered  into a  Change  in  Control  and
              Noncompete  Agreement,  the Holder's employment agreement with the
              Corporation. In the event the Holder has not entered into either a
              Change  in  Control  and  Noncompete  Agreement  or an  employment
              agreement  with the  Corporation  (or Holder 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.

       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.    Committee Discretion.  Holder may be released from its obligations
              under  paragraph 10 above only if the 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:            <<ALL_Caps_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

                                       4
<PAGE>

              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.

                                       5
<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.


                                     Name:
                                          --------------------------------------
                                     Name:    Lloyd L. Hill
                                     Title:   Chairman & Chief Executive Officer



                                     Holder


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


                                       6