APPLEBEE'S INTERNATIONAL, INC AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Officer Participants in the Executive Retirement Plan) (Performance Restricted Stock) -------------------------------------------------------------------------------- This Restricted Stock

                          APPLEBEE'S INTERNATIONAL, INC
                 AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
                        RESTRICTED STOCK AWARD AGREEMENT
             (Officer Participants in the Executive Retirement Plan)
                          (Performance Restricted Stock)

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     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 Agreement
     and further subject to the terms and conditions of the Plan, the provisions
     of which are hereby incorporated in this Agreement by reference.

2.    Performance Contingency.

     (a)   Performance   Period. The "Performance   Period" is the period beginning
          on January 1 of the grant year and   ending on the fourth   December   31
          thereafter.

     (b)   Performance Contingency.   Except as provided in this Paragraph 2(b) or
          in   Paragraph   6 below,   all   Restricted   Shares   shall be held by the
          Grantee   without   the   rights   of   sale or   transfer   and   subject   to
          forfeitures as provided   herein (the   "Performance   Contingency").   If
          Total Return to   Shareholders of the Company (as defined below) at the
          end of the   Performance   Period,   when   calculated   by the Company and
          approved by the Committee is (i) less than the 25th   percentile of the
          Total Return to Shareholders of the Peer Group (as defined below), all
          Restricted   Shares   will be   forfeited   by the   Grantee and become the
          property   of the   Company;   (ii)   greater   than or   equal   to the 25th
          percentile of the Total Return to Shareholders of the Peer Group,   the
           restrictions on transfer shall lapse with

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          respect to 50% of the Restricted   Shares;   (iii) greater than or equal
          to the 50th percentile of the Total Return to Shareholders of the Peer
          Group,   the   restrictions   on   transfer   will   lapse as to 100% of the
          Restricted   Shares;   and   (iv)   greater   than   or   equal   to the   75th
          percentile of the Total Return to Shareholders of the Peer Group,   the
          Company shall grant to the Grantee   additional shares of the Company's
          common   stock   equal to 50% of the total   Restricted   Shares,   with no
          restrictions.

     (c)   Total Return to   Shareholders.   "Total Return to   Shareholders"   shall
          mean the   percentage by which the trading price of a company's   common
          stock,   plus any common stock   dividends   paid during the   Performance
          Period,   increases   during   the   Performance   Period.   This   change in
          trading   price   shall be   measured by using the average of the closing
          price   of the   common   stock   for the 200   trading   days   prior to the
          beginning of the   Performance   Period as the beginning   trading price,
          and the average of the closing   price of the common   stock for the 200
          trading days prior to the end of the Performance   Period as the ending
          trading price.

     (d)   Peer Group. "Peer Group" shall mean the companies included in the Bear
          Stearns Index.   The Committee may remove companies from the Peer Group
          as it deems appropriate to account for corporate   structure changes in
          these companies.

3.    Employ