Applebee's International, Inc
                 Amended And Restated 1995 Equity Incentive Plan
                        Restricted Stock Award Agreement
            (Nonemployee Director Grants Under Section 9 of the Plan)


     This Restricted Stock Award Agreement ( the "Agreement") is made this
<> with <> (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
       <> 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. 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 one (1) year from the Grant Date.

3.     Service Requirement. In the event of the Grantee's termination of service
       as a Director with the Company for any reason prior to the date 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.

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 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 Restricted  Shares if forfeited  hereunder and the
       Grantee shall deliver herewith any instrument requested by the Company to
       effect such cancellation.

5.     Voting and Other Rights of  Restricted  Shares.  Upon the issuance of the
       Restricted  Shares,  the  Grantee  shall  have  all  of the  rights  of a
       stockholder of the Company,  including the right to receive dividends and
       to vote the Restricted  Shares until the date as of which such shares may
       have been  forfeited  to the Company as  provided  in  Paragraph 3 above.
       Notwithstanding the foregoing, in the event of any stock dividend,  stock
       split,  division  of shares or other  corporate  structure  change  which
       results in the issuance of  additional  shares with respect to Restricted
       Shares prior to the date as of which the  certificate for such Restricted
       Shares is to be delivered  to the  Grantee,  such shares shall be held by
       the Company and shall become Restricted Shares.

6.     Taxes. The Grantee will be solely  responsible for any federal,  state or
       local  income  taxes  imposed  in  connection  with the  granting  of the
       Restricted Shares or the delivery of such shares pursuant thereto.

7.     Changes in Circumstances.  It is expressly understood and agreed that the
       Grantee  assumes  all  risks  incident  to any  change  hereafter  in the
       applicable  laws or  regulations  or incident to any change in the market
       value of the Restricted Shares after the date hereof.

8.     No Conflict.  In the event of a conflict between this Award and the Plan,
       the provisions of the Plan shall govern.

9.     Governing  Law. This award shall be governed  under the laws of the State
       of Kansas.

10.    Change of  Control.  The  effect of a Change in  Control  shall be as set
       forth in the Plan.


Applebee's International, Inc


-----------------------------------
By:  Lloyd Hill
Title:  Chairman and Chief Executive Officer


ACKNOWLEDGEMENT

     The undersigned Grantee  acknowledges that he or she understands and agrees
to be bound by each of the terms and conditions of this Agreement.


-----------------------------------
Name of Grantee


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