8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)          January 9, 2006
                                                --------------------------------

                         APPLEBEE'S INTERNATIONAL, INC.
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             (Exact name of registrant as specified in its charter)


          DELAWARE                     000-17962                43-1461763
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(State or other jurisdiction          (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)


       4551 W. 107th Street, Overland Park, Kansas                 66207
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        (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code        (913) 967-4000
                                                  ------------------------------


                                      None
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          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

    Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

    Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

    Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     The  information set forth below under Item 5.02 of this Form 8-K regarding
the employment agreements between Applebee's International, Inc. (the "Company")
and Mr. Dave Goebel and Mr. Steve Lumpkin is incorporated into this Item 1.01 by
reference.

     The  Employment  Agreements  between  the  Company  and Mr.  Goebel and Mr.
Lumpkin are attached  hereto as Exhibits  10.1 and 10.2,  respectively,  and are
incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

     As a result of his new Employment  Agreement  described in Item 5.02 below,
the prior Employment  Agreement between the Company and Mr. Lumpkin dated August
7, 2002 terminated as of January 9, 2006.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

     On January 9, 2006, the Board of Directors of the Company  announced  plans
to separate the Chairman and Chief Executive Officer positions and implement the
Company's leadership succession plan. Following the role separation,  which will
take place this summer,  Mr. Lloyd Hill, Chief Executive Officer of the Company,
will continue to serve as Chairman of the Board and a new CEO will be named.

     In preparation for the transition,  effective immediately, Mr. Dave Goebel,
President  and Chief  Operating  Officer,  will  assume  responsibility  for all
management,  operations and financial  functions that now report to Mr. Hill. In
his expanded role as the Company's principal executive officer,  Mr. Goebel will
continue to report to Mr. Hill.

     In  connection  with his new  responsibilities,  Mr. Goebel and the Company
entered into a three year Employment  Agreement  effective  January 9, 2006. The
three  year  term  commenced  January  3,  2006  and  the  Employment  Agreement
automatically  renews for additional one year terms unless either party gives 60
days notice of non-renewal.

     Mr.  Goebel will receive an initial  base salary of $550,000,  which may be
increased by the Board of Directors in its sole  discretion.  Mr. Goebel will be
paid such additional  compensation  and bonuses as may be determined in the sole
discretion  of the Board.  His target  bonus for fiscal 2006 is 100% of his base
salary.  Mr. Goebel is also entitled to  participate in such other benefit plans
of the Company  that are  generally  available  to employees at his level and to
receive such equity-based compensation awards as may be approved by the Board.

     In the event of a termination by the Company without cause or by Mr. Goebel
for good reason (each as defined in the Employment  Agreement),  he will receive
monthly severance  payments,  for a period of 24 months (the "Severance  Payment
Period"),  equal  to 1/12 of his base  salary  and  1/12 of the  greater  of the
average of his actual bonus for the  preceding  three fiscal years or his target
bonus for the  fiscal  year in which  termination  occurred,  multiplied  by the
average  percentage of bonus  attainment  over the preceding three fiscal years.
All outstanding

stock options and stock appreciation rights will fully vest and all restrictions
will be removed from any restricted  stock grants.  He would also be entitled to
payment under the Company's  FlexPerks  benefit for the year of termination  and
would  receive  continued  payment  for  the  Severance  Payment  Period  of the
Company's  matching portion of his Non-Qualified  Deferred  Compensation Plan or
other   retirement   arrangement.   Mr.  Goebel  would  be  subject  to  certain
non-competition and  non-solicitation  obligations through the Severance Payment
Period.

     If Mr.  Goebel does not continue as an employee  following an expiration of
the Employment  Agreement,  the Company may elect to make the severance payments
described above for the Severance  Payment Period,  which the Company may extend
for an additional 12 months in its sole discretion.  Mr. Goebel would be subject
to the  non-competition  and  non-solicitation  obligations  for  the  Severance
Payment Period.

     If Mr. Goebel's  employment is terminated for any reason following a change
in control (as defined in the Employment  Agreement),  he would be entitled to a
lump sum payment equal to (i) two times the sum of his base salary plus (ii) the
greater of (A) the average of his actual  bonus for the  preceding  three fiscal
years or (B) his target  bonus  amount for the fiscal year in which  termination
occurs, multiplied by the average percentage bonus attainment over the preceding
three fiscal  years.  He would also be entitled to the other equity  vesting and
benefit   payments   described   above  and  would  be  subject  to  a  24-month
non-competition obligation.

     The Company also entered into a new Employment Agreement, effective January
9, 2006, with Mr. Steve Lumpkin, superceding his prior employment agreement. The
terms of Mr. Lumpkin's  Employment  Agreement are  substantially the same as Mr.
Goebel's  except that Mr.  Lumpkin's  initial  base  salary is $475,000  and his
target  bonus for fiscal 2006 is 85% of his base salary.  Mr.  Lumpkin will also
receive a grant on January 11,  2006 under the  Company's  Amended and  Restated
1995 Equity Incentive Plan and form executive  Non-Qualified  Stock Option Award
Agreement of options to purchase  150,000  shares of common  stock.  The options
vest five years from the date of grant and have a term of 7 years.

     The Company also announced that Mr. Goebel was appointed as a member of the
Board of  Directors,  effective  January 9,  2006.  Mr.  Goebel  fills a vacancy
created by an increase in the number of members of the Board of  Directors  from
10 to 12,  approved by the Board of Directors at its December 2005 meeting.  Mr.
Goebel  will serve as Class I director  with a term  expiring at the 2008 Annual
Meeting of  Stockholders.  In accordance with the Company's  Bylaws,  Mr. Goebel
will be nominated at the 2006 Annual Meeting of  Stockholders  for election as a
Class  I  director  with  a  term  expiring  at  the  2008  Annual   Meeting  of
Stockholders.

     Mr. Goebel, 55, was employed by the Company in February 2001 as Senior Vice
President of Franchise  Operations and was promoted to the position of Executive
Vice  President of Operations in December  2002. In January 2004, Mr. Goebel was
promoted  to  Chief  Operating  Officer.  In  January  2005  he was  also  named
President.  Prior to joining the Company, Mr. Goebel headed a management company
that provided  consulting and strategic  planning services to various businesses
from April 1998 to February  2001.  Prior to 1998, he was a franchise  principal
with an early  developer  group  of the  Boston  Market  concept.  Mr.  Goebel's
business  experience  also  includes  positions  as Vice  President  of Business
Development for Rent-a-Center (a subsidiary of Thorn, EMI) and Vice President of
Operations for Ground Round restaurants.

     The Company also announced that the second vacancy  created by the increase
in the  number  of  Board  members  will be  filled  by Mr.  Rogelio  Rebolledo,
president and chief executive officer of PBG (Pepsi Bottling Group) Mexico.  Mr.
Rebolledo will be nominated for election by the  stockholders in May at the 2006
Annual  Meeting  of  Stockholders  to serve as a Class II  director  with a term
expiring at the 2009 Annual Meeting of Stockholders.

     Prior to his  position  with PBG,  which he assumed in  January  2004,  Mr.
Rebolledo served as President and CEO of Frito-Lay International.  He retired at
the end of 2003 from Frito-Lay after 28 years of service. While at Frito-Lay, he
led the company's expansion  throughout Latin America,  Asia and Australia.  Mr.
Rebolledo  is  a  Mexican  national,   with  a  bachelor's  degree  in  chemical
engineering  from  the  National  University  of  Mexico  and  an MBA  from  the
University of Iowa.  There have been no related party  transactions  between the
Company and Mr. Rebolledo.

     The Company's  press release  regarding these matters is attached hereto as
Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (c)  EXHIBITS. The following exhibits are filed herewith:

          10.1 Employment  Agreement  dated as of January 9, 2006 by and between
               the Company and Mr. Dave Goebel.

          10.2 Employment  Agreement  dated as of January 9, 2006 by and between
               the Company and Mr. Steve Lumpkin.

          99.1 Press release of Applebee's International, Inc., dated January 9,
               2006.

                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

     Date: January 9, 2006

                                       APPLEBEE'S INTERNATIONAL, INC.


                                       By:      /s/ Steven K. Lumpkin
                                           -------------------------------------
                                            Steven K. Lumpkin
                                            Executive Vice President and
                                            Chief Financial Officer

                                  Exhibit Index

Exhibit
Number         Description

 10.1          Employment  Agreement  dated as of January 9, 2006 by and between
               the Company and Mr. Dave Goebel.

 10.2          Employment  Agreement  dated as of January 9, 2006 by and between
               the Company and Mr. Steve Lumpkin.

 99.1          Press release of Applebee's International, Inc., dated January 9,
               2006.

EX-10

                                 DAVID L. GOEBEL
                         APPLEBEE'S INTERNATIONAL, INC.
                              EMPLOYMENT AGREEMENT

     This Employment Agreement  ("Agreement") is made effective as of January 9,
2006, by and between Applebee's International, Inc., a Delaware corporation (the
"Company"), and David L. Goebel (the "Executive").

     WHEREAS,  the Company believes it to be in its best interest to provide for
continuity  of  management  and to provide  protection  for its  valuable  trade
secrets and confidential information; and

     WHEREAS,  the Company  desires to employ the Executive and the Executive is
willing to render his services to the Company on the terms and  conditions  with
respect to such employment hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of premises  and the mutual  terms and
conditions hereof, the Company and the Executive hereby agree as follows:

     1.  Employment.  The Company hereby employs the Executive and the Executive
hereby  accepts  employment  with the  Company  upon the  terms  and  conditions
hereinafter set forth.

     2. Exclusive  Services.  The Executive  shall devote all necessary  working
time,  ability and  attention to the business of the Company  during the term of
this  Agreement  and shall not,  directly  or  indirectly,  render any  material
services to any business,  corporation, or organization whether for compensation
or  otherwise,  without the prior  knowledge  and  written  consent of the chief
executive  officer  (the  "CEO")  or the  Board  of  Directors  of  the  Company
(hereinafter referred to as the "Board").

     3.  Duties.  The  Executive  is  hereby  employed  as  President  and Chief
Operating  Officer of the Company and shall render his services at the principal
business  offices  of the  Company,  as such may be  located  from time to time,
unless  otherwise  agreed in writing  between the Board and the  Executive.  The
Executive  shall  have such  authority  and  shall  perform  such  duties as are
described in Exhibit A attached hereto.

     4. Term.  This  Agreement  shall  have an  initial  term of three (3) years
commencing as of January 3, 2006. This Agreement will automatically renew at the
end of the initial term and at the end of each subsequent term, for a subsequent
term of one (1) year unless either party gives written  notice of non-renewal to
the other at least sixty (60) days prior to the  expiration  of the then current
term.  Such notice may be given for any or no reason.  This Agreement is subject
to earlier termination as hereinafter provided.

     5.  Compensation.  As  compensation  for his services  rendered  under this
Agreement, the Executive shall be entitled to receive the following:

          a. Base Salary.  The executive shall be paid a base salary of at least
     $550,000 per year,  payable in 26 equal bi-weekly  installments  during the
     term of this

     Agreement,  prorated  for any partial  employment  month.  Such base salary
     ("Base Salary") may be increased by the Board in its sole discretion.

          b.  Additional   Compensation.   The  Executive  shall  be  paid  such
     additional  compensation and bonuses as may be determined and authorized in
     the sole discretion of the Board.  The Executive's  target bonus for fiscal
     year 2006 is 100% of his Base Salary.

     6. Benefits.  In addition to the  compensation  to be paid to the Executive
pursuant to Section 5 hereof, the Executive shall further be entitled to receive
the following:

          a. Participation in Employee Plans. The Executive shall be entitled to
     participate in any health, disability,  group term life insurance plan, any
     pension,  retirement,  or profit sharing plan, any executive bonus plan, or
     any other  perquisites and fringe  benefits that may be extended  generally
     from time to time to  employees  of the  Company at the level of  Executive
     Vice President.

          b.  Vacation.  The  Executive  shall be  entitled to a minimum of four
     weeks  vacation  with full salary and  benefits  each year.  Under  current
     Company  policy (which may be changed at the  discretion of the Company) no
     cash or  other  payment  will be due,  however,  for  unused  vacation  and
     vacation may not be carried over from any calendar  year to the next.  Upon
     any termination of the Executive's  employment,  earned but unused vacation
     will be paid in accordance with the Company's policy then in effect.

          c. Equity  Awards.  The  Executive  shall be entitled to  equity-based
     compensation  awards  that may be extended  generally  from time to time to
     employees  of the  Company at the level of  Executive  Vice  President,  as
     approved  by  the  Board,  subject  to  the  terms  and  conditions  of the
     respective  equity-based  compensation  plans and award  agreements and the
     provisions of this Agreement.

     7. Reimbursement of Expenses.  Subject to such rules and procedures as from
time to time are  specified  by the Company,  the Company  shall  reimburse  the
Executive  on a  monthly  basis for  reasonable  business  expenses  necessarily
incurred in the performance of his duties under this Agreement.

     8.  Confidentiality/Trade  Secrets.  The  Executive  acknowledges  that his
position  with the Company is one of the highest  trust and  confidence  both by
reason of his position and by reason of his access to and contact with the trade
secrets and  confidential and proprietary  business  information of the Company.
Both during the term of this Agreement and thereafter,  the Executive  covenants
and agrees as follows:

          a. He shall use his best efforts and exercise reasonable  diligence to
     protect and safeguard the trade secrets and  confidential  and  proprietary
     information  of the Company,  including  but not limited to the identity of
     its customers and suppliers, its arrangements with customers and suppliers,
     and its technical and financial data, records, compilations of information,
     processes, recipes and specifications relating to its customers, suppliers,
     products and services;


                                      -2-

          b. He shall not  disclose any of such trade  secrets and  confidential
     and proprietary information, except as may be required in the course of his
     employment with the Company or by law; and

          c. He shall not use,  directly or  indirectly,  for his own benefit or
     for the benefit of another,  any of such trade secrets and confidential and
     proprietary information.

     All files, records, documents, drawings, specifications,  memoranda, notes,
or other documents relating to the business of the Company,  whether prepared by
the Executive or otherwise  coming into his  possession,  shall be the exclusive
property of the Company and shall be  delivered  to the Company and not retained
by the Executive upon termination of his employment for any reason whatsoever or
at any other time upon request of the Board, or, at the option of the Executive,
he may destroy all such material and certify such  destruction in writing to the
Company within ten (10) days following the termination of his employment or such
request by the Company.

     9.  Discoveries.  The  Executive  covenants  and agrees  that he will fully
inform the  Company of and  disclose to the  Company  all  inventions,  designs,
improvements,  discoveries, and processes ("Discoveries") that he has now or may
hereafter have during his employment with the Company and that pertain or relate
to the business of the Company or to any experimental work, products,  services,
or  processes  of the Company in  progress  or planned  for the future,  whether
conceived by the  Executive  alone or with others,  and whether or not conceived
during  regular  working  hours or in  conjunction  with the use of any  Company
assets.  All such  Discoveries  shall be the  exclusive  property of the Company
whether or not patent or trademark applications are filed thereon. The Executive
shall  assist  the  Company,  at any time  during  or after his  employment,  in
obtaining  patents on all such Discoveries  deemed patentable by the Company and
shall  execute  all  documents  and do all things  necessary  to obtain  letters
patent, vest the Company with full and exclusive title thereto,  and protect the
same against  infringement by others, all at the expense of the Company. If such
assistance  takes place after his employment is  terminated,  then the Executive
shall be paid by the Company at an hourly rate determined based on fifty percent
(50%) of his existing salary at the date of termination  divided by 2500 for any
time actually spent in rendering such assistance at the request of the Company.

     10.  Non-Competition.  The  Executive  covenants and agrees that during the
period  of his  employment  and for  additional  periods  after  termination  of
employment  as  provided  in Section 13 or 14, he shall not,  without  the prior
written consent of the CEO or the Board, directly or indirectly, as an employee,
employer, consultant, agent, principal, partner, shareholder, corporate officer,
director,  or through  any other kind of  ownership  (other  than  ownership  of
securities of publicly held  corporations  of which the Executive owns less than
five  percent  5% of any  class  of  outstanding  securities)  or in  any  other
representative or individual  capacity,  engage in or render any services to any
business in North America engaged in the casual dining restaurant  industry,  or
in any other  segment of the  restaurant  industry  in which the  Company or any
subsidiary of the Company may become involved after the date hereof and prior to
the  date  of  termination  of  Executive's  employment.  For  purposes  of this
Agreement  "casual  dining  restaurant  industry"  consists  of "sit down  table
service" restaurants serving alcoholic beverages, with a per guest average guest
check  within the United  States of under $20.00  (adjusted  upward each year to
recognize Company menu price increases).


                                      -3-

     11.  Nonsolicitation.  The  Executive  agrees that during the period of his
employment,  and for a period of two (2) years  following the effective  date of
the  termination  of the  Executive's  employment  for any reason,  he will not,
either  directly or  indirectly,  for himself or for any third party,  except as
otherwise agreed to in writing by the Company's Chief Executive Officer,  employ
or hire any other  person  who is then  employed  by the  Company,  or  solicit,
induce,  recruit,  or cause any other person who is then employed by the Company
to terminate  his/her  employment  for the purpose of joining,  associating,  or
becoming  employed  with any business or activity  that is engaged in the casual
dining  restaurant  industry or any other segment of the restaurant  industry in
which the  Company  may become  involved  after the date hereof and prior to the
date of any termination of employment.

     12. Remedies for Breach of Covenants of the Executive.

          a. The Company and the Executive  specifically  acknowledge  and agree
     that the foregoing  covenants of the Executive in Sections 8, 9, 10, and 11
     are  reasonable  in content  and scope and are given by the  Executive  for
     adequate  consideration.  The Company and the Executive further acknowledge
     and agree that, if any court of competent jurisdiction or other appropriate
     authority  shall  disagree  with the  parties'  foregoing  agreement  as to
     reasonableness,  then  such  court  or  other  authority  shall  reform  or
     otherwise the foregoing covenants as reason dictates.

          b.  The  covenants  set  forth  in  Sections  8,  9, 10 and 11 of this
     Agreement,  as provided in Section 13 or 14,  shall  continue to be binding
     upon the Executive,  notwithstanding the termination of his employment with
     the Company for any reason  whatsoever.  Such covenants shall be deemed and
     construed as separate  agreements  independent  of any other  provisions of
     this  Agreement  and  any  other  agreement  between  the  Company  and the
     Executive.  The  existence of any claim or cause of action by the Executive
     against  the  Company,  unless  predicated  on this  Agreement,  shall  not
     constitute a defense to the  enforcement  by the Company of any or all such
     covenants.  It is expressly agreed that the remedy at law for the breach of
     any  such  covenant  is  inadequate  and  injunctive  relief  and  specific
     performance  shall be  available  to prevent  the breach or any  threatened
     breach thereof.

     13.  Termination.  This Agreement  (other than Sections 8, 9, 10 and 11, as
provided  in Section 13 or 14,  shall  survive  any  termination  hereof for any
reason,  including the expiration  hereof due to non-renewal (an  "Expiration"))
may be terminated as follows:

          a. If within the two (2) year period  following an  Expiration of this
     Agreement  the  Executive  ceases to continue in the employ of the Company,
     the Company may elect to make  Severance  Payments to the  Executive  under
     Section  13(g)(i),  (ii) and (vii) and, if so, the provisions of Section 10
     shall survive and be in force for the Severance Payment Period. The Company
     must make an election and must notify the  Executive of such an election to
     provide these  Severance  Payments  within the first ninety (90) day period
     following an Expiration of this  Agreement.  If no such election is made by
     the Company to make  Severance  Payments  within the first ninety (90) days
     following  Expiration  and the  Executive is no longer in the employ of the
     Company  and the  Company  did not offer  renewal  of this  Agreement,  the
     provisions of Section 10 will be


                                      -4-

     terminated  effective  ninety (90) days after Expiration of this Agreement.
     If no such  election  is made by the  Company  to make  Severance  Payments
     within the first ninety (90) days following Expiration and the Executive is
     no longer in the employ of the Company and the Expiration was caused by the
     Executive's  election,  then the Company  shall have the balance of the two
     (2) year period  following  Expiration in which to elect to make  Severance
     Payments.  In  addition,  if the  Executive  does not continue to offer his
     services to the Company (illness  notwithstanding) in his then capacity and
     consistent  with his prior  practice,  for at least 120 days  following  an
     Expiration  caused by his  election,  the  provisions  of  Section 10 shall
     survive and be in force  during such one hundred  twenty (120) days and for
     one (1) year  thereafter,  and no  Severance  Payments of any kind shall be
     required of the Company.

          b. The  Company  may  terminate  this  Agreement  and the  Executive's
     employment  hereunder  at any time,  with or without  Cause,  upon  written
     notice to the  Executive.  Upon any such  termination  by the Company,  the
     Executive shall  immediately  resign from the Company's Board of Directors.
     The Executive may terminate this Agreement and his employment hereunder, at
     any time, with or without Good Reason. In the event of a termination by the
     Executive  without Good Reason the  provisions  of Section 10 shall survive
     and be in force for 24 months.

          c. In the event of termination by the Company  without Cause,  (i) the
     effective date thereof shall be stated in a written notice to the Executive
     from the Board,  which shall not be earlier than 30 days from the date such
     written notice is delivered to the Executive,  (ii) the Executive  shall be
     entitled to receive all Severance  Payments under Section 13(g),  (iii) the
     provisions  of Section 10 shall  survive and be in force for the  Severance
     Payment Period,  and (iv) the Executive may within the 30 day notice period
     in  subparagraph  (i),  above,  by written notice to the Company,  elect to
     retire  and  receive  all  benefits  to which  he may  entitled  under  the
     Company's Executive Retirement Program.

          d.  In the  event  of  termination  by the  Company  with  Cause,  the
     Executive shall be entitled to receive only his salary through such date of
     termination  and any bonus amounts as may be payable  pursuant to the terms
     of any written plans in which the  Executive was a participant  immediately
     prior  to the  effective  date of the  termination  and the  provisions  of
     Section 10 shall survive and be in force for 24 months. The Executive shall
     also be  entitled  to exercise  his rights  under COBRA at the  Executive's
     expense.

          e. The following shall constitute "Cause":

               (i) The  Executive is convicted of -- or pleads no contest / nolo
          contendre to -- any felony or any other serious criminal offense; or

               (ii)  The  Executive  breaches  any  material  provision  of this
          Agreement  (other than as related to Sections 8, 9, 10 and 11 which is
          covered  by Section  13(e)(iii)  below),  or  habitually  neglects  to
          perform  his  duties  under this  Agreement  (other  than for  reasons
          related to illness, injury or temporary disability) and such breach or
          neglect is not  corrected in the  Company's  good faith


                                      -5-

          belief  within  fifteen (15)  business  days after  receipt of written
          notice from the Board of the Company; or

               (iii) The Executive breaches any provision of Section 8, 9, 10 or
          11,  and such  breach is not  corrected  in the  Company's  good faith
          belief within five (5) business  days after receipt of written  notice
          from the Chief Executive Officer; or

               (iv) The Executive is determined to have  intentionally  acted in
          material  violation  of any  applicable  local,  state or federal  law
          relating to discrimination or harassment;

               (v) The Executive violates any material Company policy applicable
          to senior executives of the Company;

               (vi) The Executive acts, without Board direction or approval,  in
          a manner that is injurious to the financial  condition of the Company;
          or

               (vii) The  Executive  dies or becomes  permanently  disabled from
          continuing  to  provide  the  level of  service  required  under  this
          Agreement.  In the event of the Executive's permanent disability,  the
          Executive,  or his  designated  agent,  may elect for the Executive to
          retire and receive all  benefits  to which he may  entitled  under the
          Company's Executive Retirement Program.

          f. The Executive  shall have "Good Reason" to effect a termination  in
     the event that the Company (i) breaches its  obligations to pay any salary,
     benefit or bonus due  hereunder or, (ii) requires the Executive to relocate
     more than 50 miles from the greater Kansas City area,  (iii) diminishes the
     functional  responsibilities  of the Executive in a manner that would cause
     an analysis of the remaining  functional  responsibilities of the Executive
     to receive a Hay point rating of less than 3837,  or (iv) reduces the total
     direct compensation of the Executive from one year to the next by more that
     20 percentage  points from the average change in total direct  compensation
     for the other  four most  highly  paid  executives  of the  Company  (as an
     example,  if the change for each of the other four executives was +6%, -8%,
     +10% and -4%,  for an  average  change  of +4%,  then  the  change  for the
     Executive  could  not be more than  -16%);  and in the event of any of (i),
     (ii), (iii) or (iv), the Executive has given written notice to the Board as
     to the details of the basis for such Good Reason  within 30 days  following
     the date on which the Executive  alleges the event giving rise to such Good
     Reason  occurred  and the Company has failed to provide a  reasonable  cure
     within ten (10) days after its  receipt of such  notice.  In the event of a
     termination  by the  Executive  with Good  Reason,  the  Executive  will be
     entitled to all Severance  Payments  under Section 13(g) and the provisions
     of  Section  10 shall  survive  and be in force for the  Severance  Payment
     Period.

          g. The "Severance  Payments"  consist of the following:  (i) an amount
     paid monthly equal to  one-twelfth  (1/12) of the  Executive's  annual Base
     Salary at the current effective annual rate, paid for the Severance Payment
     Period;  (ii) an amount paid  monthly  equal to  one-twelfth  (1/12) of the
     greater of (y) the average of the Executive's  actual


                                      -6-

     bonus  attributable  to each of the preceding three (3) fiscal years or (z)
     Executive's   target  bonus  amount  for  the  fiscal  year  in  which  the
     termination  occurred multiplied by the average percentage bonus attainment
     of the Executive over the preceding  three (3) fiscal years, in either case
     paid for the Severance  Payment Period;  (iii) the immediate vesting of any
     unvested stock options,  stock appreciation  rights, and other equity-based
     awards  held by the  Executive  as of the  day  immediately  preceding  the
     effective date of  termination;  (iv) with respect to all Restricted  Share
     awards,  all  restrictions  will  immediately be removed and deemed to have
     been  satisfied and any vesting  periods will be  accelerated;  (v) if such
     payment  was  earned  by  the  Executive  at  the  effective  time  of  the
     termination, the accelerated payment of the Company's FlexPerks benefit for
     the year in which the termination  occurs;  (vi) the continued  payment for
     the duration of the Severance  Payment  Period,  of the Company's  matching
     portion of the Executive's  Non-Qualified  Deferred  Compensation  Plan (or
     such  retirement  arrangement,  if any, as may replace  it);  and (vii) the
     payment by the Company of premiums on behalf of the Executive, for coverage
     substantially similar to that provided under the Company's group health and
     medical  policies,  for so long as the  Executive  elects to continue  such
     coverage, but for no longer than the Severance Payment Period.

          h. The "Severance  Payment Period" is initially the  twenty-four  (24)
     month period immediately following the effective date of termination of the
     Executive's  employment.  The Severance Payment Period may be extended,  at
     the sole  discretion  of the Company,  by written  notice to the  Executive
     within 30 days after the effective date of  termination of employment,  for
     up to 12 additional  months by the  continued  payment of the amounts under
     Section  13(g)(i)  and  (ii).  For  clarity  sake,  such  extension  of the
     Severance  Payment  Period  by the  Company  will  cause all  payments  and
     benefits under this  Agreement,  including if the Executive has so elected,
     the amounts payable under subparagraph 13(g)(vii),  above, to be made for a
     total of 36 months.

          i. In the event of any  termination of the  Executive,  whether by the
     Executive or the Company and for any reason, participation by the Executive
     in all  compensation  and benefit  plans of the Company will cease upon the
     effective  termination  date and all unvested  bonuses,  equity  awards and
     other like items will immediately lapse, except as specifically provided in
     subsection (g), above. All amounts owed by the Executive to the Company for
     any  reasons  whatsoever  will become  immediately  due and payable and the
     Company  will have the right in its  discretion  to collect any or all such
     amounts by offset against any amounts due to the Executive from the Company
     whether or not under this Agreement.  In addition,  the Severance  Payments
     hereunder are in lieu of and supercede any other  severance or  termination
     benefits to which the Executive might otherwise be entitled,  including any
     benefits under the Company's Severance Program for Salaried Associates.

     14.  Termination  After Change in Control.  If within 12 months following a
Change in  Control,  as  defined  below,  the  employment  of the  Executive  is
terminated by the Company or by the Executive,  for any reason whatsoever,  then
the provisions of Section 13 shall not apply and the following shall occur:

          a. On the tenth  business day  following  the  effective  date of such
     termination,  the  Executive  shall receive a lump sum payment equal to two
     (2) times the sum of (A) the


                                      -7-

     Executive's  Base  Salary  in  effect  immediately  prior to the  change in
     control,  plus (B) the greater of (i) the average of the Executive's actual
     bonus  attributable to each of the preceding three (3) fiscal years or (ii)
     the  Executive's  target  bonus  amount  for the  fiscal  year in which the
     termination occurs multiplied by the average percentage bonus attainment of
     the Executive over the preceding three (3) fiscal years.

          b. The Company shall (i) pay premiums on behalf of the Executive,  for
     coverage substantially similar to that provided under the Company's health,
     disability  and  group  term  life  insurance  plans,  for so  long  as the
     Executive  elects to continue such  coverage,  and (ii) continue to pay the
     Company's  matching  portion  of  the  Executive's  Non-Qualified  Deferred
     Compensation Plan (or such retirement  arrangement,  if any, as may replace
     it), in both cases for up to a maximum of 24 months.

          c.  The  immediate  vesting  of  any  unvested  stock  options,  stock
     appreciation rights, and other equity-based awards held by the Executive as
     of the day  immediately  preceding the effective date of  termination  and,
     with  respect  to  all  Restricted  Share  awards,  all  restrictions  will
     immediately  be removed and deemed to have been  satisfied  and any vesting
     periods  will be  accelerated,  and,  if such  payment  was  earned  by the
     Executive at the effective time of the termination, the accelerated payment
     of the Company's  FlexPerks  benefit for the year in which the  termination
     occurs.

          d.  Participation  by the  Executive in all  compensation  and benefit
     plans of the Company will cease upon the effective date of termination  and
     all unvested  bonuses,  equity awards and other like items will immediately
     lapse,  except as  specifically  provided  in  subsection  (c),  above.  In
     addition,  all amounts owed by the Executive to the Company for any reasons
     whatsoever  will become  immediately  due and payable and the Company  will
     have the right in its  discretion  to  collect  any or all such  amounts by
     offset against any amounts due to the Executive from the Company whether or
     not under this Agreement.

          e. The Executive shall be bound by the  non-competition  provisions of
     Section 10,  which shall remain in full force and effect for a period of 24
     months following the effective date of Executive's termination.

          f. In the event of a Change in Control, if the total amount payable by
     the Company to the  Executive  pursuant to this Section 14 (the "Section 14
     Amount") would create an excess parachute payment,  as that term is defined
     in Section  280G of the  Internal  Revenue  Code (the  "Code"),  then,  the
     Executive  shall be paid  either (i) the  Section  14  Amount,  or (ii) the
     Section 14 Amount  reduced to an amount equal to one-dollar  ($1) less than
     the maximum amount allowed under the Code,  whichever amount results in the
     greater after-tax payment to the Executive.

     15.  Definitions of Change in Control.  "Change in Control" means change in
control as defined by Code Section 409A and as permitted under Code Section 409A
and the regulations and guidance promulgated thereunder.


                                      -8-

     16. Arbitration of Disputes.

          a. Any dispute or claim  arising out of or relating to this  Agreement
     or any termination of the Executive's  employment,  other than with respect
     to Sections 8 through 12, shall be settled by final and binding arbitration
     in the  greater  Kansas  City  metropolitan  area in  accordance  with  the
     Commercial Arbitration rules of the American Arbitration  Association,  and
     judgment upon the award rendered by the  arbitrators  may be entered in any
     court having jurisdiction thereof.

          b. In the  event  that the  Company  does not  submit  to  arbitration
     hereunder  or submits to  arbitration  but seeks to nullify or reverse  the
     effect of such  arbitration by alleging that  arbitration is  unenforceable
     against  it,  the  Company  shall pay all  costs  (including  expenses  and
     attorneys'  fees)  incurred by the  Executive as a result of such action by
     the Company and if the Company is successful in such attempt, it shall bear
     all legal  costs  incurred by the  Executive  in any  resulting  litigation
     relating  to  this  Agreement  or  any   termination  of  the   Executive's
     employment.

          c. The fees and  expenses of the  arbitration  panel shall be borne by
     the Company.

          d. If the Company breaches its obligations hereunder and the Executive
     is successful in a claim brought by him in arbitration for damages or other
     relief against the Company  related to such breach,  the Executive shall be
     entitled to an award of his costs (including expenses and attorneys' fees),
     incurred in such arbitration.

     17. Mitigation. The Executive shall have no duty to attempt to mitigate the
level of benefits  payable by the Company to him hereunder and the Company shall
not be entitled to set off against  the amounts  payable  hereunder  any amounts
received  by the  Executive  from any other  source,  including  any  subsequent
employer.

     18. Notices. Any notices to be given hereunder by either party to the other
may be effected either by personal delivery in writing or by mail, registered or
certified,  postage prepaid, with return receipt requested. Mailed notices shall
be addressed as follows:

          a. If to the Company:

                    Applebee's International, Inc.
                    4551 West 107th Street, Suite 100
                    Overland Park, Kansas  66207
                    Attn:  General Counsel

          b. If to the Executive:

                    David L. Goebel
                    9707 Sunset Circle
                    Lenexa,  KS  66220


                                      -9-

Either  party may change its address for notice by giving  notice in  accordance
with the terms of this Section 18.

     19. General Provisions.

          a. Law Governing. This Agreement shall be governed by and construed in
     accordance with the laws of the State of Kansas.

          b. Invalid  Provisions.  If any provision of this Agreement is held to
     be illegal,  invalid, or unenforceable,  then such provision shall be fully
     severable  and this  Agreement  shall be construed  and enforced as if such
     illegal,  invalid,  or  unenforceable  provision had never comprised a part
     hereof; and the remaining  provisions hereof shall remain in full force and
     effect and shall not be affected by the illegal,  invalid, or unenforceable
     provision  or by its  severance  herefrom.  Furthermore,  in  lieu  of such
     illegal,   invalid,  or  unenforceable   provision  there  shall  be  added
     automatically  as a part of this  Agreement a provision as similar in terms
     to such illegal, invalid, or unenforceable provision as may be possible and
     still be legal, valid or enforceable.

          c.   Entire   Agreement.   This   Agreement   sets  forth  the  entire
     understanding  of the  parties  and  supersedes  all  prior  agreements  or
     understandings, whether written or oral, with respect to the subject matter
     hereof  other  than the  Indemnification  Agreement  executed  between  the
     Company and the  Executive on June 17, 2004,  and the Change in Control and
     Noncompete Agreement executed between the Company and the Executive on June
     16, 2004, and all agreements, acknowledgments,  designations and directions
     of the  Executive  made or given  under any  Company  policy  statement  or
     benefit  program.  No  terms,  conditions,  warranties,  other  than  those
     contained  herein,  and no  amendments  or  modifications  hereto  shall be
     binding unless made in writing and signed by the parties hereto.

          d. Binding Effect.  This Agreement shall extend to and be binding upon
     and inure to the benefit to the parties  hereto,  their  respective  heirs,
     representatives, successors and assigns. This Agreement may not be assigned
     by the  Executive,  but may be  assigned  by the  Company  to any person or
     entity that succeeds to the ownership or operation of the business in which
     the Executive is primarily employed by the Company.

          e.  Waiver.  The waiver by either party hereto of a breach of any term
     or  provision  of this  Agreement  shall not operate or be  construed  as a
     waiver of a subsequent  breach of the same provision by any party or of the
     breach of any other term or provision of this Agreement.

          f.  Titles.  Titles  of the  paragraphs  herein  are used  solely  for
     convenience  and shall not be used for  interpretation  or  construing  any
     work, clause, paragraph, or provision of this Agreement.

          g.  Counterparts.  This  Agreement  may be  executed  in  two or  more
     counterparts, each of which shall be deemed an original, but which together
     shall constitute one and the same instrument.


                                      -10-

          h. Compliance with IRC Section 409A. (i)  Notwithstanding  anything to
     the contrary in this Agreement,  payments due to "separation  from service"
     (within  the   meaning  of   Internal   Revenue   Code   ("Code")   Section
     409A(a)(2)(A)(i)) may not be made before the date which is six months after
     the date of separation from service, if either the separation from service,
     or the date that payments  attributable  to such  separation  from service,
     occurs  during  a "Delay  Year"  during  which  Executive  is a  "Specified
     Employee" (a "Six Month Delay"). A "Specified Employee" shall mean, for any
     Delay  Year,  any  individual  who  during  the  calendar  year that  ended
     immediately  before the beginning of the Delay Year,  was an officer of the
     Company or an Affiliated  Company whose  compensation was for such calendar
     year  greater than the amount  described  in Code  Section  416(i)(1)(A)(i)
     ($135,000 for 2005),  or any other person who was a "key  employee"  during
     such  calendar year within the meaning of Code Section  416(i)(1)(A).  This
     determination  shall  take into  account  all  provisions  of Code  section
     416)(i) other than  416(i)(5),  including  the  limitation on the number of
     officers  to be  counted.  "Delay  Year"  means  the  twelve  month  period
     beginning each April 1. In the event of a Six Month Delay, the amounts that
     would have been paid  pursuant to this  Agreement  during such delay if the
     delay  had not  been  imposed,  shall  be paid in a lump  sum as soon as is
     administratively  practicable  following  the  expiration  of the Six Month
     Delay and any other amounts to be paid pursuant to this Agreement after the
     end of the Six Month  Delay shall be paid in  accordance  with the terms of
     this  Agreement.  "Affiliated  Company"  means any  corporation  which is a
     participant of a controlled  group of  corporations  (as defined in Section
     414(b) of the Code)  which  includes  the  Company;  any trade or  business
     (whether or not incorporated)  which is under common control (as defined in
     Section 414(c) of the Code) with the Company; any organization  (whether or
     not  incorporated)  which is a member of an  affiliated  service  group (as
     defined in Section 414(m) of the Code) which includes the Company;  and any
     other  entity  required  to be  aggregated  with the  Company  pursuant  to
     regulations under Section 414(o) of the Code. An entity shall be considered
     an Affiliated  Company only during the period it meets one of the foregoing
     criteria.

          (ii) In the event payments are delayed for six months or more pursuant
     to subparagraph  (i),  above,  then the Company will, at the time the first
     payment is made,  also pay to the Executive an amount equal to the interest
     the Executive  would have earned on any delayed  payment from the date such
     payment would have been made under this Agreement  through the date of such
     first  payment  at an  interest  rate equal to the rate  interest  that the
     Company paid on its indebtedness during such period of delay.

          (iii)  While  the  Company  has no  discretion  regarding  a delay  in
     payments  pursuant to  subparagraph  (i), above, in the event such payments
     should have been  delayed but were not due to the  negligent or willful act
     of the Company,  then the Company shall pay to the Executive any additional
     tax due to the IRS from the Executive  within 30 days after the Executive's
     payment of the additional tax to the IRS.


                                      -11-

     IN WITNESS  WHEREOF,  the  Company and the  Executive  have  executed  this
Agreement as of the date and year first above written.

     THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE.


EXECUTIVE:                             APPLEBEE'S INTERNATIONAL, INC.



/s/ David L. Goebel                    By:  /s/ Lloyd L. Hill
- --------------------------------          --------------------------------------
DAVID L. GOEBEL                             LLOYD L. HILL


                                       By:  /s/ Stanley M. Sword
                                          --------------------------------------
                                            STANLEY M. SWORD


                                      -12-

                        Dave Goebel Employment Agreement
                     Exhibit A - Duties and Responsibilities


1.   The Executive is accountable  for the Company's  financial  success and the
     creation of shareholder value.

     •    Provides leadership and vision in developing corporate strategy and is
          accountable  to the Board  for the  successful  implementation  of the
          strategy.

     •    Creates  shareholder value through the development and  implementation
          of annual  and  long-term  business  plans  that are  consistent  with
          corporate strategy.

     •    Provides  leadership  in  developing  annual  sales,  profit and asset
          utilization  plans  and is  accountable  to the  Board  for  financial
          performance.

     •    Certifies  and signs off on all  quarterly  financial  statements  and
          filings ensuring  compliance with all provisions of the Sarbanes-Oxley
          Act, if required.

2.   The  Executive  is   accountable   for  the  continual   development  of  a
     performance-driven culture.

     •    Maintains a positive  and ethical  work  climate  that is conducive to
          attracting and motivating a diverse group of top quality associates at
          all levels.

     •    Fosters  a  corporate   culture  that  promotes   ethical   practices,
          encourages individual integrity and fulfills social responsibility.

     •    Ensures  that  direct   subordinates   understand  their   performance
          expectations  and that there  exists a high degree of clarity,  focus,
          and  alignment   throughout  the  organization   regarding  goals  and
          objectives.

3.   The Executive is  accountable  for creating a team of highly focused senior
     executives and ensures appropriate  management  development  throughout the
     organization.

     •    Provides coaching and direction to senior executive team and evaluates
          their performance and provides appropriate feedback.

     •    Ensures  continuity  of executive and  management  talent by directing
          development and succession programs.

     •    Provides   sponsorship  to  the  development  and   implementation  of
          leadership development throughout the organization.


                                      -13-

4.   The  Executive  serves as a  spokesperson  for the  Company to its  various
     internal and external constituents.

     •    Represents the Company to its associates and franchisees.

     •    Presents  the  Company  strategy  and  business  plans  at its  annual
          shareholders meeting.

     •    Develops  appropriate  relationships  with, and presents Company plans
          to, key shareholders, financial analysts and other interested parties.

5.   Serves  as a  member  of  the  Board  of  Directors  and in  that  capacity
     contributes to the Board's discharge of its duties.

     •    In  collaboration  with the  Chairman,  with input  from  other  Board
          members  and  Committee  Chairs,  develops  the agenda  for  regularly
          scheduled and special Board meetings.

     •    Shares with the Board,  the  Company's  overall  vision,  strategy and
          direction on an annual basis.

     •    On an annual basis, oversees the preparation of and presents operating
          plans and budgets to the Board.

     •    Provides  the Board  with  timely,  accurate  and  reliable  financial
          information  that allows the Board to fully  understand  the Company's
          performance.

These  responsibilities  result in a Hay point allocation of 4296 as of January,
2006. These  responsibilities  may be increased or decreased by the Company from
time to time,  subject  always to the  Executive's  rights under  Section  13.f.
above.


                                      -14-

EX-10

                                STEVEN K. LUMPKIN
                         APPLEBEE'S INTERNATIONAL, INC.
                              EMPLOYMENT AGREEMENT

     This Employment Agreement  ("Agreement") is made effective as of January 9,
2006, by and between Applebee's International, Inc., a Delaware corporation (the
"Company"), and Steven K. Lumpkin (the "Executive").

     WHEREAS,  the Company believes it to be in its best interest to provide for
continuity  of  management  and to provide  protection  for its  valuable  trade
secrets and confidential information; and

     WHEREAS,  the Company  desires to employ the Executive and the Executive is
willing to render his services to the Company on the terms and  conditions  with
respect to such employment hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of premises  and the mutual  terms and
conditions hereof, the Company and the Executive hereby agree as follows:

     1.  Employment.  The Company hereby employs the Executive and the Executive
hereby  accepts  employment  with the  Company  upon the  terms  and  conditions
hereinafter set forth.

     2. Exclusive  Services.  The Executive  shall devote all necessary  working
time,  ability and  attention to the business of the Company  during the term of
this  Agreement  and shall not,  directly  or  indirectly,  render any  material
services to any business,  corporation, or organization whether for compensation
or  otherwise,  without the prior  knowledge  and  written  consent of the chief
executive  officer  (the  "CEO")  or the  Board  of  Directors  of  the  Company
(hereinafter referred to as the "Board").

     3. Duties.  The Executive is hereby  employed as Executive Vice  President,
Chief  Financial  Officer and  Treasurer  of the  Company  and shall  render his
services  at the  principal  business  offices  of the  Company,  as such may be
located from time to time,  unless otherwise agreed in writing between the Board
and the  Executive.  The Executive  shall have such  authority and shall perform
such duties as are described in Exhibit A attached hereto.

     4. Term.  This  Agreement  shall  have an  initial  term of three (3) years
commencing as of January 3, 2006. This Agreement will automatically renew at the
end of the initial term and at the end of each subsequent term, for a subsequent
term of one (1) year unless either party gives written  notice of non-renewal to
the other at least sixty (60) days prior to the  expiration  of the then current
term.  Such notice may be given for any or no reason.  This Agreement is subject
to earlier termination as hereinafter provided.

     5.  Compensation.  As  compensation  for his services  rendered  under this
Agreement, the Executive shall be entitled to receive the following:

          a. Base Salary.  The executive shall be paid a base salary of at least
     $475,000 per year,  payable in 26 equal bi-weekly  installments  during the
     term of this

     Agreement,  prorated  for any partial  employment  month.  Such base salary
     ("Base Salary") may be increased by the Board in its sole discretion.

          b.  Additional   Compensation.   The  Executive  shall  be  paid  such
     additional  compensation and bonuses as may be determined and authorized in
     the sole discretion of the Board.  The Executive's  target bonus for fiscal
     year 2006 is 85% of his Base Salary.

     6. Benefits.  In addition to the  compensation  to be paid to the Executive
pursuant to Section 5 hereof, the Executive shall further be entitled to receive
the following:

          a. Participation in Employee Plans. The Executive shall be entitled to
     participate in any health, disability,  group term life insurance plan, any
     pension,  retirement,  or profit sharing plan, any executive bonus plan, or
     any other  perquisites and fringe  benefits that may be extended  generally
     from time to time to  employees  of the  Company at the level of  Executive
     Vice President.

          b.  Vacation.  The  Executive  shall be  entitled to a minimum of four
     weeks  vacation  with full salary and  benefits  each year.  Under  current
     Company  policy (which may be changed at the  discretion of the Company) no
     cash or  other  payment  will be due,  however,  for  unused  vacation  and
     vacation may not be carried over from any calendar  year to the next.  Upon
     any termination of the Executive's  employment,  earned but unused vacation
     will be paid in accordance with the Company's policy then in effect.

          c. Equity  Awards.  The  Executive  shall be entitled to  equity-based
     compensation  awards  that may be extended  generally  from time to time to
     employees  of the  Company at the level of  Executive  Vice  President,  as
     approved  by  the  Board,  subject  to  the  terms  and  conditions  of the
     respective  equity-based  compensation  plans and award  agreements and the
     provisions of this Agreement.

     7. Reimbursement of Expenses.  Subject to such rules and procedures as from
time to time are  specified  by the Company,  the Company  shall  reimburse  the
Executive  on a  monthly  basis for  reasonable  business  expenses  necessarily
incurred in the performance of his duties under this Agreement.

     8.  Confidentiality/Trade  Secrets.  The  Executive  acknowledges  that his
position  with the Company is one of the highest  trust and  confidence  both by
reason of his position and by reason of his access to and contact with the trade
secrets and  confidential and proprietary  business  information of the Company.
Both during the term of this Agreement and thereafter,  the Executive  covenants
and agrees as follows:

          a. He shall use his best efforts and exercise reasonable  diligence to
     protect and safeguard the trade secrets and  confidential  and  proprietary
     information  of the Company,  including  but not limited to the identity of
     its customers and suppliers, its arrangements with customers and suppliers,
     and its technical and financial data, records, compilations of information,
     processes, recipes and specifications relating to its customers, suppliers,
     products and services;


                                      -2-

          b. He shall not  disclose any of such trade  secrets and  confidential
     and proprietary information, except as may be required in the course of his
     employment with the Company or by law; and

          c. He shall not use,  directly or  indirectly,  for his own benefit or
     for the benefit of another,  any of such trade secrets and confidential and
     proprietary information.

     All files, records, documents, drawings, specifications,  memoranda, notes,
or other documents relating to the business of the Company,  whether prepared by
the Executive or otherwise  coming into his  possession,  shall be the exclusive
property of the Company and shall be  delivered  to the Company and not retained
by the Executive upon termination of his employment for any reason whatsoever or
at any other time upon request of the Board, or, at the option of the Executive,
he may destroy all such material and certify such  destruction in writing to the
Company within ten (10) days following the termination of his employment or such
request by the Company.

     9.  Discoveries.  The  Executive  covenants  and agrees  that he will fully
inform the  Company of and  disclose to the  Company  all  inventions,  designs,
improvements,  discoveries, and processes ("Discoveries") that he has now or may
hereafter have during his employment with the Company and that pertain or relate
to the business of the Company or to any experimental work, products,  services,
or  processes  of the Company in  progress  or planned  for the future,  whether
conceived by the  Executive  alone or with others,  and whether or not conceived
during  regular  working  hours or in  conjunction  with the use of any  Company
assets.  All such  Discoveries  shall be the  exclusive  property of the Company
whether or not patent or trademark applications are filed thereon. The Executive
shall  assist  the  Company,  at any time  during  or after his  employment,  in
obtaining  patents on all such Discoveries  deemed patentable by the Company and
shall  execute  all  documents  and do all things  necessary  to obtain  letters
patent, vest the Company with full and exclusive title thereto,  and protect the
same against  infringement by others, all at the expense of the Company. If such
assistance  takes place after his employment is  terminated,  then the Executive
shall be paid by the Company at an hourly rate determined based on fifty percent
(50%) of his existing salary at the date of termination  divided by 2500 for any
time actually spent in rendering such assistance at the request of the Company.

     10.  Non-Competition.  The  Executive  covenants and agrees that during the
period  of his  employment  and for  additional  periods  after  termination  of
employment  as  provided  in Section 13 or 14, he shall not,  without  the prior
written consent of the CEO or the Board, directly or indirectly, as an employee,
employer, consultant, agent, principal, partner, shareholder, corporate officer,
director,  or through  any other kind of  ownership  (other  than  ownership  of
securities of publicly held  corporations  of which the Executive owns less than
five  percent  5% of any  class  of  outstanding  securities)  or in  any  other
representative or individual  capacity,  engage in or render any services to any
business in North America engaged in the casual dining restaurant  industry,  or
in any other  segment of the  restaurant  industry  in which the  Company or any
subsidiary of the Company may become involved after the date hereof and prior to
the  date  of  termination  of  Executive's  employment.  For  purposes  of this
Agreement  "casual  dining  restaurant  industry"  consists  of "sit down  table
service" restaurants serving alcoholic beverages, with a per guest average guest
check  within the United  States of under $20.00  (adjusted  upward each year to
recognize Company menu price increases).


                                      -3-

     11.  Nonsolicitation.  The  Executive  agrees that during the period of his
employment,  and for a period of two (2) years  following the effective  date of
the  termination  of the  Executive's  employment  for any reason,  he will not,
either  directly or  indirectly,  for himself or for any third party,  except as
otherwise agreed to in writing by the Company's Chief Executive Officer,  employ
or hire any other  person  who is then  employed  by the  Company,  or  solicit,
induce,  recruit,  or cause any other person who is then employed by the Company
to terminate  his/her  employment  for the purpose of joining,  associating,  or
becoming  employed  with any business or activity  that is engaged in the casual
dining  restaurant  industry or any other segment of the restaurant  industry in
which the  Company  may become  involved  after the date hereof and prior to the
date of any termination of employment.

     12. Remedies for Breach of Covenants of the Executive.

          a. The Company and the Executive  specifically  acknowledge  and agree
     that the foregoing  covenants of the Executive in Sections 8, 9, 10, and 11
     are  reasonable  in content  and scope and are given by the  Executive  for
     adequate  consideration.  The Company and the Executive further acknowledge
     and agree that, if any court of competent jurisdiction or other appropriate
     authority  shall  disagree  with the  parties'  foregoing  agreement  as to
     reasonableness,  then  such  court  or  other  authority  shall  reform  or
     otherwise the foregoing covenants as reason dictates.

          b.  The  covenants  set  forth  in  Sections  8,  9, 10 and 11 of this
     Agreement,  as provided in Section 13 or 14,  shall  continue to be binding
     upon the Executive,  notwithstanding the termination of his employment with
     the Company for any reason  whatsoever.  Such covenants shall be deemed and
     construed as separate  agreements  independent  of any other  provisions of
     this  Agreement  and  any  other  agreement  between  the  Company  and the
     Executive.  The  existence of any claim or cause of action by the Executive
     against  the  Company,  unless  predicated  on this  Agreement,  shall  not
     constitute a defense to the  enforcement  by the Company of any or all such
     covenants.  It is expressly agreed that the remedy at law for the breach of
     any  such  covenant  is  inadequate  and  injunctive  relief  and  specific
     performance  shall be  available  to prevent  the breach or any  threatened
     breach thereof.

     13.  Termination.  This Agreement  (other than Sections 8, 9, 10 and 11, as
provided  in Section 13 or 14,  shall  survive  any  termination  hereof for any
reason,  including the expiration  hereof due to non-renewal (an  "Expiration"))
may be terminated as follows:

          a. If within the two (2) year period  following an  Expiration of this
     Agreement  the  Executive  ceases to continue in the employ of the Company,
     the Company may elect to make  Severance  Payments to the  Executive  under
     Section  13(g)(i),  (ii) and (vii) and, if so, the provisions of Section 10
     shall survive and be in force for the Severance Payment Period. The Company
     must make an election and must notify the  Executive of such an election to
     provide these  Severance  Payments  within the first ninety (90) day period
     following Expiration of this Agreement.  If no such election is made by the
     Company  to make  Severance  Payments  within  the first  ninety  (90) days
     following an Expiration and the Executive is no longer in the employ of the
     Company  and the  Company  did not offer  renewal  of this  Agreement,  the
     provisions  of Section 10 will be


                                      -4-

     terminated  effective  ninety (90) days after Expiration of this Agreement.
     If no such  election  is made by the  Company  to make  Severance  Payments
     within the first ninety (90) days following an Expiration and the Executive
     is no longer in the employ of the Company and the  Expiration was caused by
     the  Executive's  election,  then the Company shall have the balance of the
     two (2)  year  period  following  Expiration  in  which  to  elect  to make
     Severance  Payments.  In addition,  if the  Executive  does not continue to
     offer his  services to the Company  (illness  notwithstanding)  in his then
     capacity  and  consistent  with his prior  practice,  for at least 120 days
     following an Expiration  caused by his election,  the provisions of Section
     10 shall survive and be in force during such one hundred  twenty (120) days
     and for one (1) year  thereafter,  and no  Severance  Payments  of any kind
     shall be required of the Company.

          b. The  Company  may  terminate  this  Agreement  and the  Executive's
     employment  hereunder  at any time,  with or without  Cause,  upon  written
     notice to the  Executive.  Upon any such  termination  by the Company,  the
     Executive shall  immediately  resign from the Company's Board of Directors.
     The Executive may terminate this Agreement and his employment hereunder, at
     any time, with or without Good Reason. In the event of a termination by the
     Executive  without Good Reason the  provisions  of Section 10 shall survive
     and be in force for 24 months.

          c. In the event of termination by the Company  without Cause,  (i) the
     effective date thereof shall be stated in a written notice to the Executive
     from the Board,  which shall not be earlier than 30 days from the date such
     written notice is delivered to the Executive,  (ii) the Executive  shall be
     entitled to receive all Severance  Payments under Section 13(g),  (iii) the
     provisions  of Section 10 shall  survive and be in force for the  Severance
     Payment Period,  and (iv) the Executive may within the 30 day notice period
     in  subparagraph  (i),  above,  by written notice to the Company,  elect to
     retire  and  receive  all  benefits  to which  he may  entitled  under  the
     Company's Executive Retirement Program.

          d.  In the  event  of  termination  by the  Company  with  Cause,  the
     Executive shall be entitled to receive only his salary through such date of
     termination  and any bonus amounts as may be payable  pursuant to the terms
     of any written plans in which the  Executive was a participant  immediately
     prior  to the  effective  date of the  termination  and the  provisions  of
     Section 10 shall survive and be in force for 24 months. The Executive shall
     also be  entitled  to exercise  his rights  under COBRA at the  Executive's
     expense.

          e. The following shall constitute "Cause":

               (i) The  Executive is convicted of -- or pleads no contest / nolo
          contendre to -- any felony or any other serious criminal offense; or

               (ii)  The  Executive  breaches  any  material  provision  of this
          Agreement  (other than as related to Sections 8, 9, 10 and 11 which is
          covered  by Section  13(e)(iii)  below),  or  habitually  neglects  to
          perform  his  duties  under this  Agreement  (other  than for  reasons
          related to illness, injury or temporary disability) and such breach or
          neglect is not  corrected in the  Company's  good faith


                                      -5-

          belief  within  fifteen (15)  business  days after  receipt of written
          notice from the Board of the Company; or

               (iii) The Executive breaches any provision of Section 8, 9, 10 or
          11,  and such  breach is not  corrected  in the  Company's  good faith
          belief within five (5) business  days after receipt of written  notice
          from the Chief Executive Officer; or

               (iv) The Executive is determined to have  intentionally  acted in
          material  violation  of any  applicable  local,  state or federal  law
          relating to discrimination or harassment;

               (v) The Executive violates any material Company policy applicable
          to senior executives of the Company;

               (vi) The Executive acts, without Board direction or approval,  in
          a manner that is injurious to the financial  condition of the Company;
          or

               (vii) The  Executive  dies or becomes  permanently  disabled from
          continuing  to  provide  the  level of  service  required  under  this
          Agreement.  In the event of the Executive's permanent disability,  the
          Executive,  or his  designated  agent,  may elect for the Executive to
          retire and receive all  benefits  to which he may  entitled  under the
          Company's Executive Retirement Program.

          f. The Executive  shall have "Good Reason" to effect a termination  in
     the event that the Company (i) breaches its  obligations to pay any salary,
     benefit or bonus due  hereunder or, (ii) requires the Executive to relocate
     more than 50 miles from the greater Kansas City area,  (iii) diminishes the
     functional  responsibilities  of the Executive in a manner that would cause
     an analysis of the remaining  functional  responsibilities of the Executive
     to receive a Hay point rating of less than 2460,  or (iv) reduces the total
     direct compensation of the Executive from one year to the next by more that
     20 percentage  points from the average change in total direct  compensation
     for the other  four most  highly  paid  executives  of the  Company  (as an
     example,  if the change for each of the other four executives was +6%, -8%,
     +10% and -4%,  for an  average  change  of +4%,  then  the  change  for the
     Executive  could  not be more than  -16%);  and in the event of any of (i),
     (ii), (iii) or (iv), the Executive has given written notice to the Board as
     to the details of the basis for such Good Reason  within 30 days  following
     the date on which the Executive  alleges the event giving rise to such Good
     Reason  occurred  and the Company has failed to provide a  reasonable  cure
     within ten (10) days after its  receipt of such  notice.  In the event of a
     termination  by the  Executive  with Good  Reason,  the  Executive  will be
     entitled to all Severance  Payments  under Section 13(g) and the provisions
     of  Section  10 shall  survive  and be in force for the  Severance  Payment
     Period.

          g. The "Severance  Payments"  consist of the following:  (i) an amount
     paid monthly equal to  one-twelfth  (1/12) of the  Executive's  annual Base
     Salary at the current effective annual rate, paid for the Severance Payment
     Period;  (ii) an amount paid  monthly  equal to  one-twelfth  (1/12) of the
     greater of (y) the average of the Executive's  actual


                                      -6-

     bonus  attributable  to each of the preceding three (3) fiscal years or (z)
     Executive's   target  bonus  amount  for  the  fiscal  year  in  which  the
     termination  occurred multiplied by the average percentage bonus attainment
     of the Executive over the preceding  three (3) fiscal years, in either case
     paid for the Severance  Payment Period;  (iii) the immediate vesting of any
     unvested stock options,  stock appreciation  rights, and other equity-based
     awards  held by the  Executive  as of the  day  immediately  preceding  the
     effective date of  termination;  (iv) with respect to all Restricted  Share
     awards,  all  restrictions  will  immediately be removed and deemed to have
     been  satisfied and any vesting  periods will be  accelerated;  (v) if such
     payment  was  earned  by  the  Executive  at  the  effective  time  of  the
     termination, the accelerated payment of the Company's FlexPerks benefit for
     the year in which the termination  occurs;  (vi) the continued  payment for
     the duration of the Severance  Payment  Period,  of the Company's  matching
     portion of the Executive's  Non-Qualified  Deferred  Compensation  Plan (or
     such  retirement  arrangement,  if any, as may replace  it);  and (vii) the
     payment by the Company of premiums  on behalf of the  Executive,  for COBRA
     coverage and, after the termination of COBRA  coverage,  for other coverage
     arranged  by the  Company  substantially  similar to that  provided  to the
     Executive  and his family  under the  Company's  group  health and  medical
     policies,  for so long as the Executive  elects to continue such  coverage,
     but for no longer than the Severance Payment Period.

          h. The "Severance  Payment Period" is initially the  twenty-four  (24)
     month period immediately following the effective date of termination of the
     Executive's  employment.  The Severance Payment Period may be extended,  at
     the sole  discretion  of the Company,  by written  notice to the  Executive
     within 30 days after the effective date of  termination of employment,  for
     up to 12 additional  months by the  continued  payment of the amounts under
     Section  13(g)(i)  and  (ii).  For  clarity  sake,  such  extension  of the
     Severance  Payment  Period  by the  Company  will  cause all  payments  and
     benefits under this  Agreement,  including if the Executive has so elected,
     the amounts payable under subparagraph 13(g)(vii),  above, to be made for a
     total of 36 months.

          i. In the event of any  termination of the  Executive,  whether by the
     Executive or the Company and for any reason, participation by the Executive
     in all  compensation  and benefit  plans of the Company will cease upon the
     effective  termination  date and all unvested  bonuses,  equity  awards and
     other like items will immediately lapse, except as specifically provided in
     subsection (g), above. All amounts owed by the Executive to the Company for
     any  reasons  whatsoever  will become  immediately  due and payable and the
     Company  will have the right in its  discretion  to collect any or all such
     amounts by offset against any amounts due to the Executive from the Company
     whether or not under this Agreement.  In addition,  the Severance  Payments
     hereunder are in lieu of and supercede any other  severance or  termination
     benefits to which the Executive might otherwise be entitled,  including any
     benefits under the Company's Severance Program for Salaried Associates.


                                      -7-

     14.  Termination  After Change in Control.  If within 12 months following a
Change in  Control,  as  defined  below,  the  employment  of the  Executive  is
terminated by the Company or by the Executive,  for any reason whatsoever,  then
the provisions of Section 13 shall not apply and the following shall occur:

          a. On the tenth  business day  following  the  effective  date of such
     termination,  the  Executive  shall receive a lump sum payment equal to two
     (2) times the sum of (A) the Executive's Base Salary in effect  immediately
     prior to the change in control,  plus (B) the greater of (i) the average of
     the  Executive's  actual bonus  attributable to each of the preceding three
     (3) fiscal years or (ii) the Executive's target bonus amount for the fiscal
     year in which the termination  occurs multiplied by the average  percentage
     bonus  attainment  of the  Executive  over the  preceding  three (3) fiscal
     years.

          b. The Company shall (i) pay premiums on behalf of the Executive,  for
     coverage substantially similar to that provided under the Company's health,
     disability  and  group  term  life  insurance  plans,  for so  long  as the
     Executive  elects to continue such  coverage,  and (ii) continue to pay the
     Company's  matching  portion  of  the  Executive's  Non-Qualified  Deferred
     Compensation Plan (or such retirement  arrangement,  if any, as may replace
     it), in both cases for up to a maximum of 24 months.

          c.  The  immediate  vesting  of  any  unvested  stock  options,  stock
     appreciation rights, and other equity-based awards held by the Executive as
     of the day  immediately  preceding the effective date of  termination  and,
     with  respect  to  all  Restricted  Share  awards,  all  restrictions  will
     immediately  be removed and deemed to have been  satisfied  and any vesting
     periods  will be  accelerated,  and,  if such  payment  was  earned  by the
     Executive at the effective time of the termination, the accelerated payment
     of the Company's  FlexPerks  benefit for the year in which the  termination
     occurs.

          d.  Participation  by the  Executive in all  compensation  and benefit
     plans of the Company will cease upon the effective date of termination  and
     all unvested  bonuses,  equity awards and other like items will immediately
     lapse,  except as  specifically  provided  in  subsection  (c),  above.  In
     addition,  all amounts owed by the Executive to the Company for any reasons
     whatsoever  will become  immediately  due and payable and the Company  will
     have the right in its  discretion  to  collect  any or all such  amounts by
     offset against any amounts due to the Executive from the Company whether or
     not under this Agreement.

          e. The Executive shall be bound by the  non-competition  provisions of
     Section 10,  which shall remain in full force and effect for a period of 24
     months following the effective date of Executive's termination.

          f. In the event of a Change in Control, if the total amount payable by
     the Company to the  Executive  pursuant to this Section 14 (the "Section 14
     Amount") would create an excess parachute payment,  as that term is defined
     in Section  280G of the  Internal  Revenue  Code (the  "Code"),  then,  the
     Executive  shall be paid  either (i) the  Section  14  Amount,  or (ii) the
     Section 14 Amount  reduced to an amount equal to one-dollar  ($1) less than
     the maximum amount allowed under the Code,  whichever amount results in the
     greater after-tax payment to the Executive.


                                      -8-

     15.  Definition of Change in Control.  "Change in Control"  means change in
control as defined by Code Section 409A and as permitted under Code Section 409A
and the regulations and guidance promulgated thereunder.

     16. Arbitration of Disputes.

          a. Any dispute or claim  arising out of or relating to this  Agreement
     or any termination of the Executive's  employment,  other than with respect
     to Sections 8 through 12, shall be settled by final and binding arbitration
     in the  greater  Kansas  City  metropolitan  area in  accordance  with  the
     Commercial Arbitration rules of the American Arbitration  Association,  and
     judgment upon the award rendered by the  arbitrators  may be entered in any
     court having jurisdiction thereof.

          b. In the  event  that the  Company  does not  submit  to  arbitration
     hereunder  or submits to  arbitration  but seeks to nullify or reverse  the
     effect of such  arbitration by alleging that  arbitration is  unenforceable
     against  it,  the  Company  shall pay all  costs  (including  expenses  and
     attorneys'  fees)  incurred by the  Executive as a result of such action by
     the Company and if the Company is successful in such attempt, it shall bear
     all legal  costs  incurred by the  Executive  in any  resulting  litigation
     relating  to  this  Agreement  or  any   termination  of  the   Executive's
     employment.

          c. The fees and  expenses of the  arbitration  panel shall be borne by
     the Company.

          d. If the Company breaches its obligations hereunder and the Executive
     is successful in a claim brought by him in arbitration for damages or other
     relief against the Company  related to such breach,  the Executive shall be
     entitled to an award of his costs (including expenses and attorneys' fees),
     incurred in such arbitration.

     17. Mitigation. The Executive shall have no duty to attempt to mitigate the
level of benefits  payable by the Company to him hereunder and the Company shall
not be entitled to set off against  the amounts  payable  hereunder  any amounts
received  by the  Executive  from any other  source,  including  any  subsequent
employer.

     18. Notices. Any notices to be given hereunder by either party to the other
may be effected either by personal delivery in writing or by mail, registered or
certified,  postage prepaid, with return receipt requested. Mailed notices shall
be addressed as follows:


                                      -9-

          a. If to the Company:

                      Applebee's International, Inc.
                      4551 West 107th Street, Suite 100
                      Overland Park, Kansas  66207
                      Attn:  General Counsel

          b. If to the Executive:

                      Steven K. Lumpkin
                      6811 West 132nd Terrace
                      Overland Park, KS  66209

Either  party may change its address for notice by giving  notice in  accordance
with the terms of this Section 18.

     19. General Provisions.

          a. Law Governing. This Agreement shall be governed by and construed in
     accordance with the laws of the State of Kansas.

          b. Invalid  Provisions.  If any provision of this Agreement is held to
     be illegal,  invalid, or unenforceable,  then such provision shall be fully
     severable  and this  Agreement  shall be construed  and enforced as if such
     illegal,  invalid,  or  unenforceable  provision had never comprised a part
     hereof; and the remaining  provisions hereof shall remain in full force and
     effect and shall not be affected by the illegal,  invalid, or unenforceable
     provision  or by its  severance  herefrom.  Furthermore,  in  lieu  of such
     illegal,   invalid,  or  unenforceable   provision  there  shall  be  added
     automatically  as a part of this  Agreement a provision as similar in terms
     to such illegal, invalid, or unenforceable provision as may be possible and
     still be legal, valid or enforceable.

          c.   Entire   Agreement.   This   Agreement   sets  forth  the  entire
     understanding  of the  parties  and  supersedes  all  prior  agreements  or
     understandings, whether written or oral, with respect to the subject matter
     hereof  other  than the  Indemnification  Agreement  executed  between  the
     Company  and  the  Executive  on  June  17,  2004,   and  all   agreements,
     acknowledgments, designations and directions of the Executive made or given
     under  any  Company  policy  statement  or  benefit   program.   No  terms,
     conditions,   warranties,   other  than  those  contained  herein,  and  no
     amendments or modifications  hereto shall be binding unless made in writing
     and signed by the parties hereto.

          d. Binding Effect.  This Agreement shall extend to and be binding upon
     and inure to the benefit to the parties  hereto,  their  respective  heirs,
     representatives, successors and assigns. This Agreement may not be assigned
     by the  Executive,  but may be  assigned  by the  Company  to any person or
     entity that succeeds to the ownership or operation of the business in which
     the Executive is primarily employed by the Company.

          e.  Waiver.  The waiver by either party hereto of a breach of any term
     or  provision  of this  Agreement  shall not operate or be  construed  as a
     waiver of a subsequent


                                      -10-

     breach of the same  provision  by any  party or of the  breach of any other
     term or provision of this Agreement.

          f.  Titles.  Titles  of the  paragraphs  herein  are used  solely  for
     convenience  and shall not be used for  interpretation  or  construing  any
     work, clause, paragraph, or provision of this Agreement.

          g.  Counterparts.  This  Agreement  may be  executed  in  two or  more
     counterparts, each of which shall be deemed an original, but which together
     shall constitute one and the same instrument.

          h. Compliance with IRC Section 409A. (i)  Notwithstanding  anything to
     the contrary in this Agreement,  payments due to "separation  from service"
     (within  the   meaning  of   Internal   Revenue   Code   ("Code")   Section
     409A(a)(2)(A)(i)) may not be made before the date which is six months after
     the date of separation from service, if either the separation from service,
     or the date that payments  attributable  to such  separation  from service,
     occurs  during  a "Delay  Year"  during  which  Executive  is a  "Specified
     Employee" (a "Six Month Delay"). A "Specified Employee" shall mean, for any
     Delay  Year,  any  individual  who  during  the  calendar  year that  ended
     immediately  before the beginning of the Delay Year,  was an officer of the
     Company or an Affiliated  Company whose  compensation was for such calendar
     year  greater than the amount  described  in Code  Section  416(i)(1)(A)(i)
     ($135,000 for 2005),  or any other person who was a "key  employee"  during
     such  calendar year within the meaning of Code Section  416(i)(1)(A).  This
     determination  shall  take into  account  all  provisions  of Code  section
     416)(i) other than  416(i)(5),  including  the  limitation on the number of
     officers  to be  counted.  "Delay  Year"  means  the  twelve  month  period
     beginning each April 1. In the event of a Six Month Delay, the amounts that
     would have been paid  pursuant to this  Agreement  during such delay if the
     delay  had not  been  imposed,  shall  be paid in a lump  sum as soon as is
     administratively  practicable  following  the  expiration  of the Six Month
     Delay and any other amounts to be paid pursuant to this Agreement after the
     end of the Six Month  Delay shall be paid in  accordance  with the terms of
     this  Agreement.  "Affiliated  Company"  means any  corporation  which is a
     participant of a controlled  group of  corporations  (as defined in Section
     414(b) of the Code)  which  includes  the  Company;  any trade or  business
     (whether or not incorporated)  which is under common control (as defined in
     Section 414(c) of the Code) with the Company; any organization  (whether or
     not  incorporated)  which is a member of an  affiliated  service  group (as
     defined in Section 414(m) of the Code) which includes the Company;  and any
     other  entity  required  to be  aggregated  with the  Company  pursuant  to
     regulations under Section 414(o) of the Code. An entity shall be considered
     an Affiliated  Company only during the period it meets one of the foregoing
     criteria.

          (ii) In the event payments are delayed for six months or more pursuant
     to subparagraph  (i),  above,  then the Company will, at the time the first
     payment is made,  also pay to the Executive an amount equal to the interest
     the Executive  would have earned on any delayed  payment from the date such
     payment would have been made under this Agreement  through the date of such
     first  payment  at an  interest  rate equal to the rate  interest  that the
     Company paid on its indebtedness during such period of delay.


                                      -11-

          (iii)  While  the  Company  has no  discretion  regarding  a delay  in
     payments  pursuant to  subparagraph  (i), above, in the event such payments
     should have been  delayed but were not due to the  negligent or willful act
     of the Company,  then the Company shall pay to the Executive any additional
     tax due to the IRS from the Executive  within 30 days after the Executive's
     payment of the additional tax to the IRS.

     IN WITNESS  WHEREOF,  the  Company and the  Executive  have  executed  this
Agreement as of the date and year first above written.

     THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE.


EXECUTIVE:                             APPLEBEE'S INTERNATIONAL, INC.



/s/ Steven K. Lumpkin                  By:  /s/ Lloyd L. Hill
- ----------------------------------        --------------------------------------
STEVEN K. LUMPKIN                           LLOYD L. HILL


                                       By:  /s/ Stanley M. Sword
                                          --------------------------------------
                                            STANLEY M. SWORD


                                      -12-

                       Steve Lumpkin Employment Agreement
               Exhibit A - Functional Responsibilities Description


1.   Executive Vice President,  Chief Financial  Officer (CFO) and Treasurer for
     Applebee's International responsible for the following:

     a.   Responsible  for all finance and accounting  operations of the company
          including  controllership  (G/L,  A/P,  payroll,  associate  services,
          internal  reporting),  tax, treasury,  financial  analysis,  franchise
          finance,   compliance,    external   reporting/disclosure,    business
          planning/budgeting,  risk  management,  internal audit,  and insurance
          captive operations.
     b.   Responsible for all acquisition/divestiture projects for the company.
     c.   Responsible for the company's investor relations function.
     d.   Responsible  for the company's  supply chain  function that serves the
          entire Applebee's System.
     e.   Responsible for the company's legal and corporate counsel functions.
     f.   Responsible  for driving the company's  strategy  development  process
          with the senior team at Applebee's.
     g.   Principal advisor to the CEO.
2.   General Manager for the company's International  Operations accountable for
     strategy and financial performance.
3.   Member of the board of directors of Applebee's International Inc.

These  responsibilities  result in a Hay point allocation of 3072 as of January,
2006. These  responsibilities  may be increased or decreased by the Company from
time to time,  subject  always to the  Executive's  rights under  Section  13.f.
above.


                                      -13-

EX-99

FOR IMMEDIATE RELEASE
Contacts:
Laurie Ellison 913.967.2718                 Carol DiRaimo 913.967.4109
Communications Executive Director           Vice President of Investor Relations


              Applebee's International Announces Plans to Separate
                 Chairman and CEO Positions; Adds New Directors

     OVERLAND PARK, Kan., Jan. 9, 2006 - The Board of Directors of Applebee's
International, Inc. (Nasdaq: APPB) today announced plans to separate the
Chairman and Chief Executive Officer positions and implement the company's
leadership succession plan. Following the role separation, which will take place
this summer, Lloyd Hill will continue to serve as Chairman of the Board and a
new CEO will be named.

     In preparation for the transition, Hill, 62, announced that Dave Goebel,
president and chief operating officer, will assume additional executive
responsibilities. Effective immediately, Steve Lumpkin, chief financial officer;
John Cywinski, chief marketing officer; and Stan Sword, chief people officer,
will report to Goebel.

     Hill said the following officers also will report to Goebel: Carin Stutz,
executive vice president of operations; Phil Crimmins, senior vice president of
development; and Mike Czinege, chief information officer.

     Goebel will continue to report to Hill.

     "Dave is a proven leader capable of greater challenges," Hill said.
"Working shoulder-to-shoulder with Dave for several years, I am confident of his
ability to lead Applebee's into a new era."

     Goebel joined Applebee's in February 2001 as senior vice president of
franchise operations. He later was promoted to executive vice president of
operations, then to chief operating officer and, in January 2005, he was
promoted to company president.

     In connection with Goebel's new responsibilities and the implementation of
the company's succession plan, Applebee's also reported in a Form 8-K to be
filed today with the Securities and Exchange Commission that both Goebel and
Lumpkin have signed three-year employment agreements.

     At its December 2005 meeting, the company's board of directors resolved to
increase the number of board seats from 10 to 12. Hill announced that Goebel
will assume one of the two

new seats; the second will be filled by Rogelio Rebolledo, president and chief
executive officer of PBG (Pepsi Bottling Group) Mexico. Rebolledo will join the
board in May 2006.

     Prior to his position with PBG, which he assumed in January 2004, Rebolledo
served as president and CEO of Frito-Lay International. He retired at the end of
2003 from Frito-Lay after 28 years of service. While at Frito-Lay, Rebolledo led
the company's expansion throughout Latin America, Asia and Australia.

     A Mexican national, Rebolledo has a bachelor's degree in chemical
engineering from the National University of Mexico and an MBA from the
University of Iowa.


     Hill joined Applebee's as chief operating officer in January 1994 and was
named president in December 1994. He became co-chief executive officer in
January 1997; chief executive officer in January 1998; and was elected chairman
of the board in May 2000. Hill first began serving on the Applebee's board as an
independent member in 1989 and has remained a board member since joining the
company.

     Under Hill's leadership, Applebee's has grown into the largest casual
dining concept in the world, with more than 1,800 restaurants in 49 states and
14 countries. In 2005, Hill was named by Institutional Investor magazine as one
of America's Best CEOs. In addition, he was named 2005 Operator of the Year by
the operators-readers of Nation's Restaurant News.

     "For several years, we have focused on attracting and retaining `noticeably
better people' from across all disciplines and industries," Hill said. "We are
proud of the depth of our team. I am looking forward to a smooth transition
marked by continuity within our leadership team and the continuation of our
mission-focused, values-driven culture."



                                      # # #




ABOUT APPLEBEE'S: Applebee's International, Inc., headquartered in Overland
Park, Kan., develops, franchises and operates restaurants under the Applebee's
Neighborhood Grill & Bar brand, the largest casual dining concept in the world.
There are more than 1,800 Applebee's restaurants operating system-wide in 49
states and 14 international countries. Additional information on Applebee's
International can be found at the company's website (www.applebees.com).