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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 Re
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