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APPLEBEE'S INTERNATIONAL,
INC.
AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
(stock ownership guidelines)
(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") under the Applebee's
International, Inc.
Amended and Restated 1995 Equity Incentive Plan (the "Plan"), in
accordance with
the Company's Stock Ownership Guidelines. By executing this
Agreement, the
Grantee agrees to be bound in accordance with the provisions of 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 set forth 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 (VEST)
so long
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as on such date the Grantee owns shares of common stock equal to or
greater
than the amounts required to be held by him/her as set forth in
the
Company's Stock Ownership Guidelines and is employed by the Company
as of
such date(s).
3. Employment and Stock Ownership Requirements. 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 date(s) 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. In addition, except as provided in Paragraph
6 below,
if on the date(s) specified in Paragraph 2, above, the Grantee does
not own
shares of common stock equal to or greater than the amounts
required to be
held by him/her as set forth in the Company's Stock Ownership
Guidelines,
the Restricted Shares will be forfeited by the Grantee and become
the
property of the Company.
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
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