APPLEBEE'S INTERNATIONAL, INC.

                  1999 MANAGEMENT AND EXECUTIVE INCENTIVE PLAN

                                    PREAMBLE

         This Applebee's International,  Inc. Management and Executive Incentive
Plan (the "Plan") is an unfunded bonus and deferred compensation arrangement for
a select group of management or highly  compensated  personnel,  effective as of
January 1, 1999.

                                    ARTICLE I

                                   DEFINITIONS

          "Base  Salary"  means  the  weighted   average  base  salary  for  the
Participant for the year in question as approved by the Committee.

          "Beneficiary"  means the person or entity  designated by a Participant
on  the  most  recently  dated  Beneficiary  Designation  Form  signed  by  such
Participant and delivered to the Committee.

          "Beneficiary  Designation  Form"  means  the  form  designated  by the
Committee from time to time as the document to be used by Participants to select
a person or entity to receive any payments due such  Participant in the event of
such Participant's death prior to the date of such payment.

          "Board" means the Board of Directors of the Company.

          "Bonus" means each  Participant's  individual  bonus for any specified
period of time calculated pursuant to Section 2.02.

          "Bonus   Percentage"   means  the  percentage  of  Base  Salary  of  a
Participant used to determine a Bonus payment.

          "Change in Control"  means an event  constituting  a Change in Control
under the Equity Incentive Plan.

          "Committee"  means the Committee that administers the Equity Incentive
Plan.

          "Company" means Applebee's International, Inc., a Delaware corporation
and its corporate successors.

          "Disability"  means mental or physical  disability (i) of at least six
months  which in the  determination  of a  physician  selected  by the  Company,
prevents a Participant  from engaging in the principal  duties of his employment
or (ii) has qualified the individual for coverage under the Company's  long-term
disability insurance.

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          "Employee in Good Standing" means a full-time  employee of the Company
or a Subsidiary who:

                  (i) has not been on probation,  received a written  warning of
         performance or disciplinary  deficiencies,  or been  suspended,  at any
         time during the preceding 12 months; or

                  (ii)  has  not  failed  to  perform  adequately  any  duty  or
         responsibility during the period in question.

          "Equity Incentive Plan" means the Applebee's International,  Inc. 1995
Equity Incentive Plan, as amended from time to time.

          "Fiscal year" or "year" (unless otherwise  specified) means the Fiscal
year of the Company as now  constituted  or as it may be changed  hereafter from
time to time.

          "GAAP" means  generally  accepted  accounting  principles  used in the
United States.

          "Participant"  means an employee of the Company,  or of a  Subsidiary,
designated by the Committee for participation in the benefits of the Plan.

          "Plan" means this 1999  Management and Executive  Incentive Plan as it
may be amended from time to time.

         "Retirement" means retirement at or after attaining age 65.

          "Satisfactory Separation" means the termination of employment with the
Company and its Subsidiaries in instances where:

                   (i)     the termination results from the death, Disability or
                           Retirement of the Participant; or

                   (ii)    as otherwise  determined by the Committee in its sole
                           discretion.

         "Subsidiary" means any corporation or any other entity (including,  but
not limited to, partnerships and joint ventures) controlling,  controlled by, or
under common control with the Company.

          "Target" means the measurement of financial performance of the Company
selected  by  the  Committee  to be  used  to  determine  the  applicable  Bonus
Percentage.

          "Threshold  Level" is the level of  achievement of the Target at which
Bonus Percentages begin and below which no Bonus is paid.

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                                   ARTICLE II

          DESIGNATION OF PARTICIPANTS AND CALCULATION OF BONUS AMOUNTS

Section 2.01  Committee  Designations.  The Committee  shall  determine for each
Fiscal year:

         (a)      The  name,  employee  level,  and  Bonus  Percentages  of each
                  Participant for such Fiscal year;

         (b)      The Target and Threshold Level for such Fiscal year; and

         (c)      The  percentage of the Bonus,  if any, that will be payable at
                  the discretion of the Chief  Executive  Officer based upon the
                  achievement of departmental or individual  goals or objectives
                  and  the   individuals  or  employee   levels  to  which  such
                  discretionary bonus percentage shall be applicable.

Section 2.02  Calculation  of Bonus.  Bonuses shall be calculated by multiplying
the Participant's  Base Salary times the applicable Bonus Percentage  determined
by reference to the achievement of the Target, all as determined with respect to
the period in question.

Section 2.03 Payment of Bonus.

         (a)      At  the  end  of  each  Fiscal  year,  the  Target  and  Bonus
                  calculations  shall be made on a full Fiscal year basis.  Each
                  Participant will then receive the amount of such Participant's
                  Bonus  calculated  on a full Fiscal year basis and  reflecting
                  the  application  of the  discretion  of the  Chief  Executive
                  Officer  assigned  by the  Committee  under  Section  2.01(c),
                  above, if any.

         (b)      Bonuses will be paid as soon as  practicable  after the end of
                  the year.

         (c)      Upon a Participant's  election in accordance with policies and
                  procedures  established by the Committee from time to time, up
                  to fifty  percent  (50%) of the  amount of such  Participant's
                  Bonus may be paid  pursuant  to the Equity  Incentive  Plan in
                  Shares (as defined in the Equity  Incentive Plan), as an Award
                  of Restricted  Stock under  Section 7 of the Equity  Incentive
                  Plan in lieu of the payment of such  percentage  of such Bonus
                  pursuant to this Plan. The  restrictions are determined in the
                  discretion of the  Committee.  The number of Shares payable to
                  the  Participant  shall be  subject to the  maximum  aggregate
                  number  of Shares  permitted  under  Section  7 of the  Equity
                  Incentive Plan and shall be  determined,  in the discretion of
                  the Committee as announced to Participants  from time to time,
                  by  dividing  the cash  value of that  part of the Bonus to be
                  paid in Shares by a percentage  (whether  equal to,  lesser or
                  greater  than 100  percent  (100%)) of Fair  Market  Value (as
                  defined in the Equity  Incentive  Plan) on the date such Bonus
                  is payable to the  Participant  or pursuant to a formula based
                  on the closing price, or a percentage of the closing price, of
                  Shares on one or more days preceding such date.

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                                  ARTICLE III

                        QUALIFICATION; EMPLOYMENT STATUS

Section  3.01  Qualification.  In order for a  Participant  to be  qualified  to
receive a Bonus  payment  hereunder,  the  Participant  must meet the  following
qualifications:

         (a)      Be an Employee in Good  Standing on the date the Bonus payment
                  is to be paid; or

         (b)      Have been an  Employee  in Good  Standing as of the end of the
                  fiscal year in question but have  terminated  employment  with
                  the Company through a Satisfactory  Separation between the end
                  of such  fiscal  year and the date the Bonus  payment is to be
                  paid for such fiscal year.

         (c)      A Participant  having  terminated  employment with the Company
                  through a  Satisfactory  Separation  shall be entitled only to
                  receive  the Bonus  calculated  through  the end of the fiscal
                  year  at  which  the  Participant  was  an  Employee  in  Good
                  Standing.

Section 3.02 Employment Status Changes. Unless specifically determined otherwise
by the Committee:

         (a)      In the event that a person  first  becomes an  employee of the
                  Company at an employment  level eligible for  participation in
                  the Plan at any time other than the first day of a year,  such
                  person's  bonus  shall be prorated  based on the weeks  worked
                  during the year; and

         (b)      In the event a Participant  changes from one employment  level
                  within the Plan to another  employment level within or outside
                  of the Plan,  such change shall be deemed  effective as of the
                  first day of the first week beginning after the effective date
                  of such change, and any Bonus for an employment level shall be
                  prorated  according to the number of weeks the Participant was
                  employed in such employment level.

                                   ARTICLE IV

                          ADMINISTRATION; MISCELLANEOUS

Section 4.01 Books and Records: Expenses. The books and records to be maintained
for the purpose of the Plan shall be maintained by the officers and employees of
the Company at its expense  and  subject to the  supervision  and control of the
Committee.  All calculations and financial  accounting  matters relevant to this
Plan shall,  except as otherwise  directed by the  Committee,  be  determined in
accordance  with GAAP. All expenses of  administering  the Plan shall be paid by
the  Company  from the  general  funds of the  Company  and shall not be charged
against any Participant account.

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Section  4.02  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.

Section 4.03 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.

Section 4.04 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.

Section 4.05  Beneficiaries.  Each Participant shall have the right to designate
Beneficiaries who are to succeed to his/her contingent right to receive payments
hereunder in the event of his/her 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 without
the consent of any prior Beneficiaries.

Section 4.06 Amendment. The Plan may be amended in whole or in part from time to
time by the Board of Directors of the Company.

Section 4.07 Notice. Notice of every such amendment shall be given in writing to
each Participant and Beneficiary.

Section 4.08 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 a Participant in the Plan.

Section 4.09 Governing Law. This Plan shall be construed in accordance  with the
laws of the State of Kansas.

Section 4.10  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.

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Section  4.11  Rights  Non-transferable.  Any right to receive  payments  in the
future pursuant to this Plan shall not be transferable by the Participant  other
than pursuant to a Beneficiary Designation Form.

Section  4.12  Change in  Control.  In the event  there is a Change in  Control,
Bonuses shall be determined and paid hereunder for the Fiscal year in which such
Change in Control occurs by  calculating as nearly as practical the  achievement
of the Target as if the Change in Control had not occurred.

Section 4.13  Withholding.  Prior to the delivery of any Shares or cash 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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