INDEMNIFICATION AGREEMENT


         THIS  AGREEMENT  is  made  and  entered  into  this  _________  day  of
_________________,  200_,  between  APPLEBEE'S  INTERNATIONAL,  INC., a Delaware
corporation (the "Corporation") and ___________________ ("Indemnitee").

         WITNESSETH:

         WHEREAS,  Indemnitee is a  ________________________  of the Corporation
and as such is performing a valuable service for the Corporation; and

         WHEREAS,  although  Indemnitee  has certain  rights to  indemnification
under the  Governing  Documents of the  Corporation  and Delaware  law, and such
Governing Documents and law specifically provide that they are not exclusive and
thereby  contemplate  that  the  Corporation  may  enter  into   indemnification
agreements with its officers and directors;

         WHEREAS,  the Corporation's Board of Directors have determined that the
policy of the  Corporation  is to  indemnify  the  Corporation's  directors  and
officers  against  Claims and  Liabilities  incurred by reason of their Official
Capacity; and

         WHEREAS,  the Board of Directors of the Corporation has determined that
the  foregoing  indemnification  policy  is  important  to the  recruitment  and
retention  of  qualified,   competent   officers  and  directors  to  serve  the
Corporation, and is therefore in the best interests of the Corporation; and

         WHEREAS, the Corporation's Board of Directors has determined that it is
appropriate   and  in  the  best  interests  of  the  Corporation  to  offer  an
indemnification  agreement  substantially  the  same  as this  Agreement  to all
directors of the  Corporation  and to those  officers of the  Corporation as the
Board of Directors shall determine; and

         WHEREAS,  the  Corporation  and  Indemnitee  desire to enter  into this
Agreement  to provide to  Indemnitee  additional  rights to  indemnification  in
consideration of Indemnitee's continued service to the Corporation;

         NOW, THEREFORE,  in consideration of Indemnitee's  service or continued
service to the Corporation in Indemnitee's  Official Capacity,  and the promises
and  agreements  contained  herein,  the  Corporation  and  Indemnitee  agree as
follows:

         1.   Certain Definitions. For purposes of this Agreement, the following
definitions shall apply to the referenced words or terms:

              (a)  "Arbitration"  in the context of a Proceeding  shall mean any
         alternative dispute resolution procedure or process.

              (b)  "D&O  Insurance"  means  directors  and  officers   liability
         insurance.


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<PAGE>


              (c)  "Expenses"  shall  include  all  direct  and  indirect  costs
         (including,  without limitation, all attorneys' fees and retainers, and
         related  disbursements,  expert  witness and advisory  fees and related
         disbursements,  and other out-of-pocket  costs) actually and reasonably
         incurred or to be incurred by  Indemnitee  in  connection  with (i) the
         investigation,  defense or appeal of a  Proceeding,  (ii) serving as an
         actual or  prospective  witness in any matter arising out of, or in any
         way related to, Indemnitee's Official Capacity,  (iii) any voluntary or
         required  interviews or depositions  with respect to any matter arising
         out of, or in any way related to, Indemnitee's  Official Capacity,  and
         (iv) any Permitted Action brought against the Corporation by Indemnitee
         directly,  or by means of impleader,  cross-complaint,  counterclaim or
         other proceeding.

              (d)  "Governing   Documents"   shall   mean  the   Certificate  of
         Incorporation  and Bylaws of the  Corporation,  as amended from time to
         time.

              (e)  "Indemnitee's  Affiliates"  shall mean  Indemnitee's  spouse,
         members   of   Indemnitee's    immediate   family,   and   Indemnitee's
         representative(s),  guardian(s),  conservator(s)  estate,  executor(s),
         administrator(s), and trustee(s), as the case may be, as understood in,
         or  relevant  to,  the  context  of  a  particular  provision  of  this
         Agreement.

              (f)  "Liabilities" shall include  judgments,  settlements,  fines,
         damages, whether compensatory,  punitive or exemplary,  ERISA or IRS or
         other excise taxes, penalties, and all other liabilities of any kind or
         nature incurred by Indemnitee as a result of a Proceeding.

              (g)  "Official  Capacity" means Indemnitee's service as an officer
         and/or  director of the Corporation  and any Other  Enterprise,  and in
         such capacity shall include service as a trustee,  fiduciary,  agent or
         similar  status  with  respect  to  the   Corporation   and  any  Other
         Enterprise.

              (h)  "Other Enterprise" shall include without limitation any other
         corporation,  partnership, joint venture, trust, employee benefit plan,
         or  other  entity  or  association  of any  kind  or  nature  which  is
         controlled  by, or affiliated  with, the  Corporation,  or of which the
         Corporation is a creditor, or sole or partial owner.

              (i)  "Permitted  Action" includes (i) any  Proceeding  against the
         Corporation brought by Indemnitee,  alone or with others, in connection
         with,  or related  to,  the  defense by  Indemnitee  of any  Proceeding
         brought against  Indemnitee by a third party, the  Corporation,  or any
         Other Enterprise (or brought on behalf of the Corporation, including by
         means  of a  derivative  action),  whether  by a  separately  initiated
         Proceeding, or impleader, cross-claim, counterclaim, or otherwise; (ii)
         a  Proceeding  brought by  Indemnitee  or  Indemnitee's  Affiliates  to
         establish or enforce a right of indemnity, or Indemnitee's  Affiliates,
         under  this  Agreement,   an  applicable  D&O  insurance  policy,   the
         Corporation's  Governing  Documents,  or  any  other  agreement  or law
         pertaining to indemnification of Indemnitee,  or to recover Expenses or
         a  Liability  of  Indemnitee   resulting  from  a  Proceeding   against
         Indemnitee;  (iii) a Proceeding  against the  Corporation  or any Other
         Enterprise  brought by  Indemnitee  which is  approved  in advance by a


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<PAGE>


         majority  of  the  Corporation's   independent   directors,   excluding
         Indemnitee;  and  (iv) a  Proceeding  brought  by  Indemnitee  which is
         required under any law; and with respect to (i) through (iv) above, any
         of the  identified  actions  shall be  considered  a  Permitted  Action
         regardless  of  whether  Indemnitee  is  ultimately  determined  to  be
         entitled to the relief sought.

              (j)  "Proceeding" shall include any threatened, pending, actual or
         completed inquiry, interview, investigation,  action, suit, arbitration
         or other proceeding,  whether civil,  administrative,  criminal, or any
         other type of proceeding  whatsoever,  including an appellate action of
         any kind,  brought by (i) the  Corporation (or brought on behalf of the
         Corporation,  including  a  derivative  action)  against  or  involving
         Indemnitee  or  Indemnitee's  Affiliates  by  reason  of, or in any way
         related to, Indemnitee's Official Capacity; (ii) Indemnitee, against or
         involving the  Corporation or any Other  Enterprise by reason of, or in
         any way related to, Indemnitee's Official Capacity or rights Indemnitee
         has  against  the  Corporation  or  any  Other  Enterprise  under  this
         Agreement,  the Governing Documents, or any other agreement or law (but
         only with respect to a Permitted Action); (iii) any third party against
         or involving Indemnitee or Indemnitee's  Affiliates by reason of, or in
         any way  related to,  Indemnitee's  Official  Capacity,  directly or by
         impleader,   cross-claim,   counterclaim,   or  other  means;  or  (iv)
         Indemnitee  against any third  party,  other than the  Corporation,  by
         reason of, or in any way related to,  Indemnitee's  Official  Capacity,
         directly or by impleader, cross-claim, counterclaim or other means.

              (k)  "Serving at the Request of the Corporation" shall include any
         service to an Other  Enterprise by Indemnitee in Indemnitee's  Official
         Capacity.

              For  the  purposes  of this  Agreement,  Indemnitee's  service  in
         Indemnitee's  Official  Capacity  to  any  Other  Enterprise  shall  be
         presumed to be "Service at the Request of the  Corporation,"  unless it
         is  conclusively  determined  to the contrary by a majority vote of the
         directors of the  Corporation,  excluding  Indemnitee.  With respect to
         such  determination,  it shall not be necessary for  Indemnitee to show
         any  actual  or  prior  request  by the  Corporation  or its  Board  of
         Directors for such Service to such Other Enterprise.

         2.   Indemnification.

              (a)  Subject only to the provisions of Sections 4, 5 and 7 of this
         Agreement, the Corporation shall hold harmless and indemnify Indemnitee
         from and against any and all Expenses and  Liabilities  with respect to
         any  Proceedings  to which  Indemnitee  may be  subject  by  reason  of
         Indemnitee's  Official  Capacity  with  the  Corporation  or any  Other
         Enterprise  to the fullest  extent  permitted  by Delaware law and this
         Agreement as such law and this  Agreement may be hereafter  modified or
         interpreted subsequent to the execution of this Agreement.

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<PAGE>


              (b)  Notwithstanding  any other  provisions of this Agreement,  if
         Indemnitee  is the subject of a Proceeding  by reason of, or in any way
         related to,  Indemnitee's  Official Capacity,  and is successful in the
         defense  of (i)  the  entire  Proceeding,  or (ii)  one or more  claims
         brought  as part of the  Proceeding,  the  Indemnitee  shall  be  fully
         indemnified by the Corporation as to all Expenses incurred with respect
         to the Proceeding, or the particular claims, as the case may be, to the
         extent Indemnitee has not otherwise been indemnified.

              (c)  If a Proceeding against  Indemnitee  includes a claim against
         (i) one or more of Indemnitee's Affiliates, or (ii) a property interest
         of one or more of Indemnitee's Affiliates,  and such Proceeding against
         Indemnitee  is by reason  of, or in any way  related  to,  Indemnitee's
         Official  Capacity with the Corporation or any Other  Enterprise,  this
         Agreement  shall  also  include  indemnification  of  the  Indemnitee's
         Affiliates with respect to their Expenses and Liability,  assuming that
         Indemnitee  would have been entitled to  indemnification  under Section
         4(a) if the Proceeding had been brought  directly  against  Indemnitee.
         The Expenses of such Indemnitee Affiliate shall be advanced pursuant to
         Section  5 to  the  extent  Indemnitee  would  have  been  entitled  to
         advancement  of  Expenses  had the  Proceeding  been  directly  against
         Indemnitee.

              (d)  The Corporation  and  Indemnitee  acknowledge  that  state or
         federal law or regulations,  or applicable public policy,  may prohibit
         the  Corporation  from  indemnifying   Indemnitee  with  respect  to  a
         Proceeding,  or one or more claims in a Proceeding under this Agreement
         or otherwise.

         3.   Partial  Indemnification. If  Indemnitee  is  entitled  under  any
provision  of this  Agreement  to  indemnification  by the  Corporation  for any
portion of Expenses or Liability incurred in connection with any Proceeding, but
not for all of the  Expenses  or  Liability  incurred  in  connection  with  any
Proceeding,  the Corporation  shall  nevertheless  indemnify  Indemnitee for the
portion of such Expenses and Liability to which Indemnitee is entitled.

         4.   Limitations on Indemnification.

              (a)  The Corporation will not hold Indemnitee  harmless or provide
         indemnification pursuant to Section 2:

                   (i)   if Indemnitee has been otherwise (than pursuant to this
              Agreement)  indemnified  by the  Corporation  or other  person  or
              entity,  or  pursuant  to any D&O  Insurance  or  other  insurance
              purchased and maintained by the Corporation or Other Enterprise;

                   (ii)  if the  Proceeding against  Indemnitee is not by reason
              of,  or  does  not in any way  relate  to,  Indemnitee's  Official
              Capacity;

                   (iii) in respect of  remuneration  paid to  Indemnitee  if it
              shall be  determined  by a final  adjudication  of a court  having
              jurisdiction in the matter that such remuneration was in violation
              of law;


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<PAGE>


                   (iv)  on account  of any suit  for an  accounting  of profits
              made from the purchase or sale by Indemnitee of  securities of the
              Corporation  pursuant to Section 16(b) of the Securities  Exchange
              Act of 1934 and  amendments  thereto or similar  provisions of any
              federal, state or local law;

                   (v)   on  account  of  Indemnitee's  conduct if it is finally
              adjudged by a court or administrative  agency, having jurisdiction
              in the matter, or is admitted by Indemnitee, that such conduct (I)
              was in bad faith (II) was believed by the Indemnitee to be opposed
              to the best  interests  of the  corporation,  (III) was  knowingly
              fraudulent,   false  or  dishonest,   (IV)   constituted   knowing
              misconduct, or (V) in a criminal action or proceeding, constituted
              conduct that the Indemnitee  had  reasonable  cause to believe was
              unlawful;

                   (vi)  with  respect to  Proceedings brought  by, or on behalf
              of,   Indemnitee   or   Indemnitee's   Affiliates,   against   the
              Corporation,  any Other  Enterprise or any  other person or entity
              having a right to be indemnified by the  Corporation  or any Other
              Enterprise, unless such Proceeding is a Permitted Action; or

                   (vii) if it shall be determined by a final  adjudication of a
              court,  or  administrative  agency,  having  jurisdiction  in  the
              matter, that such indemnification is not lawful.

              (b)  A determination  as to whether  Indemnitee is not entitled to
         indemnification  by reason of the  provisions  of Section 4(a) shall be
         made by (i) the board of directors by a majority  vote of directors who
         were not parties to the action,  suit or  proceeding,  even though less
         than a quorum, or (ii) by a committee of such directors designated by a
         majority  vote of such  directors,  even though less than a quorum,  or
         (iii) if there are no such  directors,  or if such directors so direct,
         by  independent  legal counsel in a written  opinion to the effect that
         there is clear and convincing evidence that, based on the evidence then
         known,  Indemnitee  is not  entitled to  indemnification;  and any such
         determination  under (i), (ii) or (iii) shall be final and binding upon
         the Corporation.

         5.   Advancement of Expenses.

              (a)  Until the assumption  of the defense of a  Proceeding  by the
         Corporation   pursuant  to  Section  7  of  this   Agreement  or  after
         Indemnitee's  employment of separate counsel as permitted under Section
         7,  expenses of  Indemnitee  in defending or responding to a Proceeding
         shall be paid by the  Corporation,  within  15 days of the  receipt  of
         invoices therefor from Indemnitee,  in advance of the final disposition
         of such Proceeding.

              (b)  Expenses  of Indemnitee  in prosecuting  a  Permitted  Action
         shall  be paid by the  Corporation within  15 days  of  the  receipt of
         invoices  therefor from Indemnitee, in advance of the final disposition
         of such Permitted Action.

              (c)  Indemnitee's   initial   submission   of   an   invoice   for


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<PAGE>


         reimbursement  of Expenses  incurred in connection with, or related to,
         any Proceeding  shall be accompanied by a written  undertaking by or on
         behalf of Indemnitee to repay all or a portion of the amounts advanced,
         if it  shall  be  determined  by a final  adjudication  of a  court  or
         administrative agency having jurisdiction in the matter that Indemnitee
         is not entitled to  indemnification  by the Corporation with respect to
         all or a portion of the advanced Expenses.

              (d)  Notwithstanding  the foregoing, no  advance shall  be made by
         the Corporation  if a determination  is reasonably and promptly made by
         (i) the board of directors by a majority vote of directors who were not
         parties to the  action,  suit or  proceeding,  even  though less than a
         quorum or (ii) if there are no such  directors,  by  independent  legal
         counsel  in a written  opinion  to the  effect  that there is clear and
         convincing   evidence  that,  based  on  the  information  then  known,
         Indemnitee  would not be  entitled  to  indemnification  by reason of a
         limitation  set forth in Section  4(a) of this  Agreement.  In no event
         shall any advance be made in instances  where the board or  independent
         legal counsel  reasonably  determines  that such  Indemnitee  knowingly
         breached his or her duty to the Corporation or its stockholders.

         6.   Maintenance of D&O Insurance.

              (a)  The Corporation represents that it presently has in force and
         effect D&O  Insurance  coverage  under the policies  with the insurance
         carriers,  and in the amounts set forth on Attachment A (the "Insurance
         Policies").

              (b)  Subject only to the  provisions of Section  6(c) hereof,  the
         Corporation  agrees that, so long as Indemnitee shall continue to serve
         in an Official  Capacity,  and  thereafter,  for so long as  Indemnitee
         shall be subject to any possible Proceeding by reason of, or in any way
         related  to,  Indemnitee's  Official  Capacity,  the  Corporation  will
         purchase  and maintain in effect for the benefit of  Indemnitee  one or
         more  valid,   binding  and  enforceable   policies  of  D&O  Insurance
         providing,  in all  respects,  coverage  at  least  comparable  to that
         presently provided pursuant to the Insurance Policies. All decisions as
         to whether and to what extent the  Corporation  maintains D&O Insurance
         shall be made by the Board of Directors of the Corporation.

              (c)  The  Corporation  shall  not  be  required  to  maintain  D&O
         Insurance  coverage  at  least  comparable  to  that  provided  by  the
         Insurance  Policies if (i) said Insurance is not available,  or (ii) in
         the  reasonable  business  judgment  of a  two-thirds  majority  of the
         directors of the  Corporation,  the premium cost for such  insurance is
         substantially  disproportionate  to the benefits of such  coverage.  In
         making any determination to eliminate or reduce coverage,  the Board of
         Directors  shall seek the advice of independent  legal counsel or other
         advisors  experienced  in the  review  and  analysis  of D&O  Insurance
         coverage.


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<PAGE>


              (d)  Promptly after (i) learning of facts and circumstances  which
         may give rise to a  Proceeding,  the  Corporation  shall notify its D&O
         Insurance  carriers,  if such  notice  is  required  by the  applicable
         insurance   policies,   and  any  other  insurance   carrier  providing
         applicable  insurance  coverage to the  Corporation,  of such facts and
         circumstances,  or (ii) receiving notice of a Proceeding,  whether from
         Indemnitee,  or otherwise,  the Corporation shall give prompt notice to
         its D&O Insurance carriers,  and any other insurance carriers providing
         applicable  insurance  coverage to the Corporation,  in accordance with
         the requirements of the respective insurance policies.  The Corporation
         shall, thereafter,  take all appropriate action to cause such insurance
         carriers to pay on behalf of Indemnitee, all Expenses incurred or to be
         incurred,  and liability  incurred,  by Indemnitee with respect to such
         Proceeding,  in accordance  with the terms of the applicable  insurance
         policies.

         7.   Notification  to  Corporation  by  Indemnitee  of a  Proceeding or
Permitted Action; Defense of Proceeding by Corporation.

              (a)  Promptly  after  receipt  by  Indemnitee  of  notice  of  the
         commencement of a Proceeding or Permitted Action, Indemnitee will, if a
         claim  for  indemnification  with  respect  thereto  is to be  made  by
         Indemnitee against the Corporation under this Agreement,  or otherwise,
         notify the Corporation of such Proceeding or Permitted Action;  but the
         omission so to notify the Corporation  will not relieve the Corporation
         from  any  liability  which  it  may  have  to  Indemnitee  under  this
         Agreement.

              (b)  With  respect to a  Proceeding  of which the  Corporation has
         notice pursuant to Section 6, Section 7(a), or otherwise:

                   (i)   Except as  otherwise  provided below,  the  Corporation
              may, alone  or jointly with  any other indemnifying  party, assume
              the defense thereof, with  counsel   reasonably   satisfactory  to
              Indemnitee.  From and after the  Corporation's  assumption  of the
              defense of the Proceeding,  the Corporation  will not be liable to
              Indemnitee  under this  Agreement  for any  Expenses  subsequently
              incurred  by  Indemnitee  in  connection  with the defense of such
              Proceeding.

                   (ii)  Indemnitee shall have the right to employ  Indemnitee's
              own  counsel in the  defense of the  Proceeding,  but the fees and
              expenses  of such  counsel  incurred  after  the  Corporation  has
              assumed the defense of such Proceeding, shall be at the expense of
              Indemnitee  unless (I) the employment of counsel by Indemnitee has
              been authorized by a majority of the directors of the Corporation,
              excluding  Indemnitee,   (II)  Indemnitee  shall  have  reasonably
              concluded  that there may be a conflict  of  interest  between the
              Corporation  and  Indemnitee  in the conduct of the defense of the
              Proceeding,  and such  conclusion  is  supported  by an opinion of
              counsel,  or (III) the  Corporation  shall not in fact have timely
              employed counsel to assume the defense of the Proceeding,  in each
              of which cases the Expenses of Indemnitee shall be advanced by the
              Corporation  pursuant  to Section 5 and  indemnified  pursuant  to
              Section 2.


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<PAGE>


              (c)  The  Corporation shall not be liable to indemnify  Indemnitee
         under  this  Agreement  for  any  amounts  paid  in  settlement  of any
         Proceeding or Permitted Action effected without the Corporation's prior
         written consent,  which consent shall be determined by majority vote of
         the  Corporation's  directors,  excluding  Indemnitee.  The Corporation
         shall not settle any action or claim in any manner  which would  impose
         any penalty,  limitation,  Expense or Liability on  Indemnitee  without
         Indemnitee's  prior  written  consent.   Neither  the  Corporation  nor
         Indemnitee  will  unreasonably  withhold  their consent to any proposed
         settlement.

         8.   No  Obligation  or  Right  of   Indemnitee   or   Corporation   to
Continuation of Indemnitee's Official Capacity.

              (a)  The Corporation  expressly  confirms  and agrees  that it has
         entered into this Agreement, and assumed the obligations imposed on the
         Corporation in this Agreement,  in order to induce  Indemnitee to serve
         or continue to serve the Corporation in Indemnitee's Official Capacity,
         and  acknowledges  that  Indemnitee  is relying upon this  Agreement in
         serving or continuing to serve in such Official Capacity. The rights to
         indemnification  and  advancement  of  Expenses  created by or provided
         pursuant to this Agreement are bargained-for conditions of Indemnitee's
         acceptance  and/or  maintenance of Indemnitee's  Official Capacity with
         the Corporation. Such rights shall continue after Indemnitee has ceased
         to serve  the  Corporation  or any  Other  Enterprise  in  Indemnitee's
         Official  Capacity,  and shall inure to the benefit of  Indemnitee  and
         Indemnitee's Affiliates.

              (b)  Indemnitee  agrees that neither the terms of this  Agreement,
         nor the rights and  benefits  conferred on the  Corporation,  any Other
         Enterprise or Indemnitee under this Agreement,  prohibits, limits or in
         any way  restricts the Board of Directors of the  Corporation  from (i)
         seeking  Indemnitee's  resignation from his Official  Capacity with the
         Corporation  or any Other  Enterprise,  (ii)  removing,  or seeking the
         removal of Indemnitee  from his Official  Capacity with the Corporation
         or any Other Enterprise, or (iii) declining to re-nominate or re-engage
         Indemnitee for his Official  Capacity with the Corporation or any Other
         Enterprise,  nor shall this  Agreement be construed or  interpreted  as
         creating a contract of employment or other engagement with Indemnitee.

              (c)  The  Corporation  agrees  that  neither  the  terms  of  this
         Agreement,  nor the rights and benefits  provided to  Indemnitee  under
         this Agreement,  prohibit,  limit, or restrict in any way, Indemnitee's
         rights to resign Indemnitee's Official Capacity with the Corporation or
         any Other  Enterprise  at any time  subsequent to the execution of this
         Agreement.

         9.   Enforcement  of  this  Agreement  by  Indemnitee  or  Indemnitee's
Affiliates. To the fullest extent permitted by the laws of the State of Delaware
or otherwise,  Indemnitee and  Indemnitee's  Affiliates  shall have the right to
institute  a  Proceeding  to enforce  and/or  recover  damages for breach of the
rights of  indemnification  and advancement of Expenses  created by, or provided
pursuant to the terms of, this Agreement,  the Governing Documents,  Delaware or
other law,  or any other  agreement  entered  into  between  Indemnitee  and the
Corporation  subsequent to the execution of this Agreement,  and such Proceeding
shall be a Permitted Action for purposes of this Agreement.


                                      -8-
<PAGE>


         10.  Non-attribution  of  Actions  of   any  Indemnitee  to  any  Other
Indemnitee.  For  purposes  of  determining  whether  Indemnitee  is entitled to
indemnification  or advancement of expenses by the Corporation  pursuant to this
Agreement or  otherwise,  the actions or inactions  of any other  indemnitee  or
group of indemnitees shall not be attributed to Indemnitee.

         11.  Non-Exclusivity.  The rights to indemnification and advancement of
Expenses  provided to Indemnitee  pursuant to this Agreement shall not be deemed
exclusive of any other rights of  indemnification  or advancement of Expenses to
which Indemnitee may be entitled under any statute, common law, other agreement,
the Governing  Documents,  a vote of  stockholders or  disinterested  directors,
insurance  policy or  otherwise,  both as to  actions in  Indemnitee's  Official
Capacity,  and as to actions in any other  capacity  while holding  Indemnitee's
Official  Capacity with the Corporation or any Other  Enterprise,  and shall not
limit in any way any right the  Corporation  may have to  create  additional  or
independent  or   supplementary   indemnity   obligations  for  the  benefit  of
Indemnitee.

         12.  Severability.  Each  of the  provisions  of  this  Agreement  is a
separate and distinct agreement  independent of the others, and if any provision
of this Agreement or the  application  of any provision  hereof to any person or
circumstances  is held invalid illegal or unenforceable by a final judgment of a
court,  administrative  agency or arbitration panel,  having jurisdiction of the
matter,  for any reason whatsoever,  the remaining  provisions of this Agreement
and the  application of such provision to other persons or  circumstances  shall
not be affected  thereby.  The parties hereto expressly agree that any provision
hereof that is  determined  to be  invalid,  illegal or  unenforceable  shall be
construed and modified by the court,  administrative agency or arbitration panel
finding such provision invalid, illegal or unenforceable to the extent necessary
so as to render such provision  valid and  enforceable as against all persons or
entities to the maximum extent permitted by law.

         13.  Governing Law. This Agreement  shall be governed,  interpreted and
construed in accordance with the laws of the State of Delaware without regard to
any of its conflict of law rules.

         14.  Consent to Jurisdiction  and Venue. The Corporation and Indemnitee
each consent to the jurisdiction and venue of the courts of the State of Kansas,
or the  federal  courts,  located in Kansas  City,  Kansas,  and to holding  any
arbitration  permitted  under this  Agreement  in Kansas City,  Kansas,  for all
purposes in  connection  with any  Proceeding  which arises out of or relates to
this Agreement.

         15.  Notices.

              (a)  All  notices,  requests,  demands  and  other  communications
         hereunder  shall be in  writing  and  shall be deemed to have been duly
         given  if (i)  personally  delivered  to,  and  receipted  for by,  the
         intended  receiving  party,  or an  authorized  representative  of  the
         intended  receiving party, (ii) mailed by certified or registered mail,
         postage  prepaid,  within the United States,  on the third business day
         after the date on which it is  mailed,  (iii)  delivered  by  reputable
         overnight courier on the date of delivery evidenced by such carrier, or
         (iv) transmitted by facsimile  machine on the date of receipt indicated
         by recipient's facsimile machine.


                                      -9-
<PAGE>


              (b)  Such notices shall be given as follows:

                   (i)   If to Indemnitee to the  following address or facsimile
              number,  or such other  address or facsimile  number as Indemnitee
              may furnish in writing:


                         -----------------------------------------
                         -----------------------------------------
                         -----------------------------------------
                         Facsimile No.:
                                       ---------------------------
                         Attention:
                                   -------------------------------

                   (ii)  If to the Corporation to:

                         Applebee's International, Inc.
                         4551 West 107th Street, Suite 100
                         Overland Park, Kansas  66207
                         Facsimile No. 913-341-1694
                         Attention: Chief Executive Officer and Corporate
                         General Counsel

         16.  Modification; Survival. No amendment, modification, termination or
cancellation of this Agreement  shall be effective  unless in writing and signed
by both parties  hereto.  The  provisions  of this  Agreement  shall survive the
termination of Indemnitee's Official Capacity with the Corporation, and inure to
the benefit of Indemnitee and Indemnitee's Affiliates.

         17.  Period of Limitations. No Proceeding shall be brought by or in the
right of either party hereto against the other after the expiration of three (3)
years  from the  date of  accrual  of the  cause of  action  giving  rise to the
Proceeding, and any such cause of action of such party shall be extinguished and
deemed released  unless  asserted by the timely bringing of a Proceeding  within
such three (3) year period;  provided,  however,  that if any shorter  period of
limitations is otherwise applicable to such cause of action, such shorter period
shall govern.

         18.  Subrogation.  In the event of payment of Expenses  or  Liabilities
pursuant to this Agreement, the Corporation shall be subrogated to the extent of
such  payment to all of the rights of recovery of  Indemnitee  and  Indemnitee's
Affiliates  against  any person or  organization.  Indemnitee  and  Indemnitee's
Affiliates  shall execute all documents  required and shall do all acts that may
be necessary to secure such rights and to enable the Corporation  effectively to
bring a Proceeding to enforce such rights.

         19.  Binding  Effect;  Successors. This Agreement shall be binding upon
and inure to the benefit of, and be enforceable by, the Corporation,  Indemnitee
and  Indemnitee's  Affiliates,  and their  respective  successors  in  interest,
including  with respect to the  Corporation,  succession  by  purchase,  merger,
consolidation, or sale of substantially all of the business and/or assets of the
Corporation.  The  Corporation  shall require and cause any successor  entity to
all,  substantially all, or a substantial part of, the business and/or assets of
the Corporation,  by written  agreement to expressly assume and agree to perform
this  Agreement  in the same manner and to the same extent that the  Corporation
would be required to perform this Agreement if no succession had taken place.


                                      -10-
<PAGE>


         20.  Prior   Agreements;  Conflict  With  Governing   Documents.   This
Agreement  shall supersede and  replace any  other agreement  among the  parties
executed prior to the date of this  Agreement with respect to the subject matter
hereof.  To the fullest  extent permitted by law,  in  the  event of a  conflict
between the terms of this Agreement and the  terms of the  Governing  Documents,
the terms of this Agreement shall prevail.

         21.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts, each of which shall constitute an original.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement  and  affixed  their  signatures  hereto  as of the date  first  above
written.



                                       -----------------------------------------
                                       -----------------------------, Indemnitee


                                       APPLEBEE'S INTERNATIONAL, INC.
                                       a Delaware corporation


                                       By:
                                       -----------------------------------------
                                       Lloyd L. Hill, Chairman/CEO



                                      -11-
<PAGE>