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  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


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          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. 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.


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     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

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