Applebee's International, Inc.
                                FlexPerx Program


         Applebee's International, Inc. (the "Company") has adopted the FlexPerx
Program  ("FlexPerx")  for  certain of the  Company's  officers.  FlexPerx  is a
program  whereby cash benefit  awards,  in addition to other  compensation,  are
granted to certain  Company  officers on a calendar year basis,  based upon each
such officer's scope of employment responsibility.

         The  purpose of  FlexPerx  is to  promote  health and foster a balanced
lifestyle. FlexPerx benefits may be used for any purpose, at the sole discretion
of the officer receiving the benefit.  Examples include, but are not limited to,
health  expenses,  financial  planning  expenses,  home security and maintenance
expenses, other perquisites and charitable donations.

         FlexPerx  benefits are paid directly to  qualifying  officers once each
year during the first full pay period of  December,  provided  however  that the
proposed  recipient  of such  benefit  must be  employed  by the  Company on the
payment date (except in the case of  retirement  described  below) and must have
previously completed a FlexPerx compliant  comprehensive  medical examination by
November  30th of the year of the  award.  There are four  officer  groups  with
varying  benefit  levels  under  FlexPerx:  (i) the Chief  Executive  Officer is
eligible  to  receive a  benefit  of  $13,500;  (ii)  Senior  Team  members,  as
designated  from time to time, are eligible to receive  $8,500;  (iii) Executive
Vice Presidents and Senior Vice  Presidents are eligible to receive $6,000;  and
(iv) Vice Presidents are eligible to receive $3,500.  Any FlexPerx benefits paid
to an officer is taxable to such  officer and will be subject to any  applicable
withholding tax.

         In any given year, if an officer  becomes  newly  eligible to receive a
FlexPerx benefit or if a previously  eligible officer  qualifies for a different
benefit level, the applicable  benefit amount will be prorated for the remaining
portion of the calendar  year to reflect such change.  If an officer  retires in
accordance  with the  Company's  Executive  Retirement  Plan,  such officer will
remain eligible to receive a full FlexPerx  benefit for the calendar year during
which retirement occurs.