APPLEBEE'S INTERNATIONAL, INC.
                 AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
                        RESTRICTED STOCK AWARD AGREEMENT
                          (stock ownership guidelines)
             (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")  under the  Applebee's  International,  Inc.
Amended and Restated 1995 Equity Incentive Plan (the "Plan"), in accordance with
the Company's  Stock  Ownership  Guidelines.  By executing this  Agreement,  the
Grantee  agrees  to be bound in  accordance  with the  provisions  of 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 set forth 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 (VEST) so long


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    as on such date the Grantee  owns shares of common stock equal to or greater
    than  the  amounts  required  to be  held by  him/her  as set  forth  in the
    Company's  Stock  Ownership  Guidelines and is employed by the Company as of
    such date(s).

3.  Employment and Stock Ownership Requirements. 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 date(s)  specified in Paragraph 2,
    above, any portion of the Restricted Shares which remains restricted will be
    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. In addition,  except as provided in Paragraph 6 below,
    if on the date(s)  specified in Paragraph 2, above, the Grantee does not own
    shares of common stock equal to or greater  than the amounts  required to be
    held by him/her as set forth in the Company's  Stock  Ownership  Guidelines,
    the  Restricted  Shares  will be  forfeited  by the  Grantee  and become the
    property of the Company.

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


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            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. The Grantee may elect to satisfy any tax withholding obligation of
    the  Company  by  having  a  portion  of  the  Restricted  Shares  otherwise
    deliverable withheld in accordance with Section 13 of the Plan. In the event
    the Grantee has not made  appropriate  elections or  otherwise  followed the
    procedures  required by the Company for  satisfaction of the tax withholding
    obligation,  the Company shall withhold Restricted Shares in accordance with
    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.

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:     David L. Goebel
Title:  President and Chief Executive Officer


ACKNOWLEDGMENT

    The undersigned  Grantee  acknowledges that he or she understands and agrees
to be bound by each of the terms and conditions of this Award.


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