MAI SYSTEMS CORP
EXHIBIT 10.2
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a80418ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                    EXHIBIT 10.2



                              AMENDED AND RESTATED
                             MAI SYSTEMS CORPORATION
                          1995 NON-EMPLOYEE DIRECTORS'
                                   OPTION PLAN


        1.     DEFINITIONS. As used herein, the following definitions shall
apply:

               (a) "BOARD" shall mean the Board of Directors of the Company.

               (b) "COMMON STOCK" shall mean the Common Stock, $0.01 par value,
of the Company.

               (c) "COMPANY" shall mean MAI Systems Corporation, a Delaware
corporation.

               (d) "DIRECTOR" shall mean a person serving on the Board as of the
date of the adoption of this Plan by the Board or who is thereafter elected by
the stockholders of the Company or appointed to serve as a member of the Board.

               (e) "ELIGIBLE DIRECTOR" shall mean a Director who is eligible to
be granted an Option pursuant to and in accordance with the Plan, as set forth
in Section 5 of the Plan.

               (f) "EXERCISE PRICE" shall mean the price per Share at which an
Option may be exercised.

               (g) "PURCHASE PRICE" shall mean the Exercise Price times the
number of whole Shares with respect to which an Option is exercised.

               (h) "OPTION" shall mean any option granted pursuant to the plan.

               (i) "OPTION CERTIFICATE" shall mean a written certificate
evidencing an Option, substantially in the form attached hereto as Exhibit A.

               (j) "OPTIONHOLDER" shall mean a Director who has been granted an
Option.

               (k) "PLAN" shall mean this Non-Employee Directors' Option Plan.

               (l) "SHARE" or "SHARES" shall mean shares of Common Stock, as
adjusted in accordance with Section 11 of the Plan.

        2.     PURPOSES OF THE PLAN. The purposes of the Plan are to attract and
retain the best available candidates for the Board, to provide additional equity
incentive to members of the Board and to promote the success of the Company's
business.

        3.     STOCK SUBJECT TO PLAN. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be issued upon
exercise of Options under the Plan is Two Hundred Fifty Thousand (250,000)
Shares. The number of Shares subject to Options outstanding under the Plan at
any time may not exceed the number of Shares remaining available for issuance
under the Plan. The Shares subject to Options may be authorized, but unissued,
or reacquired Shares. If any outstanding Option expires

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unexercised or is terminated, the Shares subject to such Option shall be
returned to the Plan and shall become available for issuance upon exercise of
other Options issued under the Plan. In addition, if, pursuant to Section 7(e)
of the Plan, an Option is deemed to expire or terminate in whole or part, then,
to the extent provided in Section 8(e), the Shares subject to such Option shall
be returned to the Plan and shall become available for issuance upon exercise of
other Options issued under the Plan.

        4.     ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board of Directors of the Company. The Board shall have the authority, in its
absolute discretion, to make all determinations deemed necessary or advisable
for the administration of the Plan; provided, however, that the Board shall have
no discretion to determine the selection of Directors to whom Options will be
granted, the frequency of Option grants, the number of Shares subject to an
Option (except in accordance with Section 6 hereof), and the terms and
provisions of Options. All decisions of the Board shall be final.

        5.     ELIGIBILITY. Any person who on or after the effective date (as
determined in accordance with Section 12 hereof) of the Plan is or becomes a
Director and who is (i) not an employee of the Company and (ii) not an officer
of the Company.

        6.     GRANTS OF OPTION.

               (a) Each person who is or becomes an Eligible Director during the
term of the Plan shall be granted an Option under the Plan to purchase Six
Thousand Two Hundred and Fifty (6,250) Shares (subject to adjustment in
accordance with the provisions of Section 11 hereof) on the date of each
successive annual meeting of the Company's stockholders held after calendar 1995
at which such Eligible Director is reelected to the Company's Board.

               (b) If the total number of Shares which would otherwise be
subject to Options to be granted under Section 6(a) on a scheduled grant date
exceeds the number of Shares then available under the Plan (after deduction for
all Shares for which Options have been exercised or are then outstanding), the
Shares remaining available for grant subject to Options shall be allocated pro
rata among those Eligible Directors who have not previously received an Option
under Section 6(a) of the Plan.

        7.     TERMS AND CONDITIONS OF OPTION. Each Option granted pursuant to
this Plan shall be evidenced by an Option Certificate, which Option Certificate
shall comply with and be subject to the following terms and conditions:

               (a) Number of Shares. Each Option Certificate shall state the
number of Shares to which it pertains and shall provide for the adjustment
thereof in accordance with the provisions of Section 11 hereof.

               (b) Exercise Price. Each Option Certificate shall state the
Exercise Price. The Exercise Price shall be one hundred percent (100%) of the
fair market value of the Common Stock on the date of the grant, which shall be
the average of the closing bid and asked prices of the Common Stock on the date
of grant, as reported in The Wall Street Journal (or, if not so reported, as
otherwise reported by the National Association of Securities Dealers Automated
Quotation ("NASDAQ") System), or, in the event the Common Stock is listed on
national securities exchange or on the NASDAQ National market System, the fair
market value per Share shall be the closing price on such Option, as reported in
The Wall Street Journal.


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               (c) Medium and Time of Payment. The Purchase price for any Shares
purchased upon exercise of an Option shall be payable in full and shall be paid
by cash or check. The Purchase Price may also be paid (i) by delivery of Shares
already owned by, and in the possession of, the Optionholder, or (ii) if
specifically permitted in the Option being exercised, when and as permitted
therein, by a notice instructing the Company to withhold from those Shares that
otherwise would be issuable upon the exercise of the Option a number of Shares
having a fair market value equal to the Purchase Price of the Shares being
purchased, or any combination thereof. Shares of Common Stock used to satisfy
the Purchase Price of an Option shall be valued at their fair market value
determined (in accordance with Section 7(b) as of the close of business on the
date the Option is exercised, or if such date is not a business day, on the
business day immediately preceding the date of exercise.

               (d) Term of Option. Subject to Section 7(e) hereof, the term of
each Option shall be ten (10) years, but no option shall be exercisable for more
than one (1) year following the date an optionee ceases to be a director of the
Company.

               (e) Vesting. Each Option granted under Section 6 of the Plan
shall vest and be exercisable cumulatively to the extent of twenty percent (20%)
of the Shares subject thereto six months from the date of grant of the Option
and on the date of each successive annual meeting of stockholders at which the
Eligible Director is reelected to the Board (other than any such meeting held in
the same calendar year in which the Option is granted). Each Option granted
under Section 7(a) of the Plan shall vest and be exercisable to the extent of
all of the Shares issuable upon exercise of such Option on the date of the
annual meeting of the Company's stockholders held during the fourth calendar
year after the date of grant at which the Optionholder is reelected to the
Board. Notwithstanding the foregoing, if an Optionholder shall cease to be a
director of the Company for any reason or no reason ("Termination"), whether
such Termination is permanent or temporary, then after the effective date of
such Termination and through the end of the term of such Optionholder's Option,
such Optionholder may exercise such Option to purchase only the number of Shares
that such Optionholder would have been entitled to purchase on the effective
date of such Termination, and such Option shall be deemed to be an Option to
purchase only the number of Shares that such Optionholder would have been
entitled to purchase on the effective date of such Termination. To the extent
that such Optionholder shall not be entitled to exercise the Option as to any or
all of the Shares subject to such Option, the Option for such Shares as to which
the Option shall not be exercisable shall be deemed to expire on such effective
date and the Shares as to which the Option shall no longer be exercisable shall
be returned to the Plan and shall become available for issuance under the Plan.

               (f) Withholding Taxes. In the event the Company determines that
it is required to withhold state or federal income tax, FICA or other tax as a
result of the exercise of an Option, it may require the Optionholder to make
arrangements satisfactory to the Company to enable it to satisfy such
requirements as a condition to the exercise of the Option. Whenever an
Optionholder is required to pay to the Company, or to have deducted from any
fees payable by the Company to such Optionholder, an amount necessary to satisfy
the Company's withholding obligations in connection with the exercise any
Option, such Optionholder shall be entitled, subject to such rules as the Board
may adopt, to satisfy such withholding obligation, in whole or in part, by
tendering to the Company or directing the Company to withhold Shares acquired
upon exercise of such Option, and/or tendering to the Company or other Shares
owned by such Optionholder, having a fair market value equal to the amount
required to be


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withheld.

        8.     NONTRANSFERABILITY OF OPTIONS. Options granted under this Plan
may not be sold, pledged, assigned, hypothecated, gifted, transferred or
disposed of in any manner, in whole or in part, either voluntarily or
involuntarily by operation of law, other than by will or by the laws of descent
or distribution, and may be exercised during the lifetime of the Optionholder
only by such Optionholder.

        9.     CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, the Securities Exchange Act of 1934, (the "Exchange Act"), applicable
state securities laws, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

        10.    RESERVATION OF SHARES. The Company, during the term of this Plan,
and subject to obtaining stockholder approval to the Plan as provided in Section
14 hereof, shall at all times reserve and keep available such number of Shares
as shall be sufficient to satisfy the requirements of the Plan.

        11.    ADJUSTMENTS FOR STOCK SPLITS, ETC. Subject to any required action
by the stockholders of the Company, the number of Shares covered by each
outstanding Option, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option, as well as the Exercise Price covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares \resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration". Such adjustments shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or Purchase Price of Shares subject to an Option.

               In the event of the proposed dissolution or liquidation of the
Company, or in the event of a proposed sale of all or substantially all of the
stock or assets of the Company, or the merger, consolidation or reorganization
of the Company with or into another corporation, the Board shall (i) make
provision for the assumption of all outstanding Options by the successor
corporation or (ii) declare that any Option shall terminate as of a date fixed
by the Board which is at least thirty (30) days after notice thereof is given to
Optionholders and shall give each Optionholder the right to exercise his Option
as to all of the Shares covered by each outstanding Option, including Shares as
to which any Option would not otherwise be exercisable.


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        12.    EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective
immediately upon the earlier of its adoption by the Board of its approval by the
stockholders or the Company in accordance with Section 14 hereof and shall
continue in effect for ten (10) years unless sooner terminated by the Board.
Except as otherwise provided in Section 11 and Section 13 hereof, the
termination or expiration of the Plan shall have no effect on any outstanding
Options.

        13.    AMENDMENT OF THE PLAN. Provisions of the Plan concerning
eligibility for participation and the amount, price and timing of awards may not
be amended more than once every six months, other than to comport with changes
in the Internal Revenue Code, the Employee Retirement Income Security Act, and
the rules thereunder. All amendments or modifications to the Plan shall require
approval of the holders of a majority of the outstanding Shares present, or
represented, and entitled to vote at a meeting of the Company's stockholders.
Any such amendment of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended, unless otherwise mutually agreed between the Optionholder and the
Board, which agreement must be in writing and signed by the Optionholder and the
Company.

        14.    STOCKHOLDER APPROVAL. Continuance of the Plan and the
effectiveness of any Option granted under the Plan shall be subject to
stockholder approval of the Plan no later than at the first annual meeting of
stockholders held subsequent to adoption of the Plan by the Board. If
stockholder approval of the Plan is obtained at a duly held stockholders'
meeting, it may be obtained by the affirmative vote of the holders of a majority
of the outstanding shares of the Company present or represented and entitled to
vote thereon. If, at the time the Plan is presented for stockholder approval,
the Company has registered any class of equity security registered pursuant to
Section 12 of the Exchange Act, such stockholder approval shall be solicited in
accordance with Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder.

        15.    CHANGE IN CONTROL. In the event of a "Change in Control" (as
hereinafter defined), all Options outstanding shall be deemed fully vested
notwithstanding the provisions of Section 8(e) and thereafter each Optionholder
will have a period of ninety (90) days following the date such Optionholder
ceases to be a Director (but not later than ninety (90) days after the stated
term of the Option) in which to exercise in full such Optionholder's outstanding
Options. For purposes of this Section, "Change in Control" shall be deemed to
have occurred if (a) any "person" or group of "persons" (as the terms "person"
and "group" are used in Section 13(d) and 14(d) of the Exchange Act and the
rules thereunder) is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the then outstanding securities of the Company (whether by purchase or
acquisition of such securities or by agreement to act in concert with respect to
the voting of such securities or otherwise); or (b) a majority of the Board of
Directors of the Company shall be comprised of persons who were not elected to
such offices as part of the "Company nominated slate" of directors (i.e., the
slate of nominees proposed by the Board of Directors in office immediately prior
to the election).


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                                    EXHIBIT A

                               OPTION CERTIFICATE


        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

            Option to Purchase ______________ Shares of Common Stock

                         INCORPORATED UNDER THE LAWS OF
                              THE STATE OF DELAWARE
                             MAI SYSTEMS CORPORATION

                 Void after _____________________________, 19__

        THIS CERTIFICATE evidences the right of _______________________________
(the "Holder"), for value received, to purchase ____________________ shares of
Common Stock, $.01 par value (the "Shares"), of MAI Systems Corporation, a
Delaware corporation (the "Company"), at a price of $_______________ per Share
(the "Exercise Price") and subject in all respects to the terms, definitions and
provisions of the MAI Systems Non-Employee Directors' Option Plan (the "Plan")
which is incorporated herein. Unless the context herein otherwise requires, the
terms defined in the Plan shall have the same meaning when used herein.

        1.     Term of Option. The Option may be exercised only during the
period commencing on ___________________________, 20__ through the close of
business on ______________________, 20__, but not later than one year after the
Holder ceases to be a director of the Company (the "Option Term"), and may be
exercised only in accordance with the Plan and the terms and conditions
hereinafter set forth.

        2.     Exercise of Options. The Option shall be exercisable as follows:

               (a) Right to Exercise. The Holder shall have the right to
exercise the Option to purchase the number of shares stated above commencing on
the date of the Company's Annual Meeting in the calendar year _______.

Notwithstanding the foregoing, if the Holder shall cease to be a director of the
Company for any reason or no reason ("Termination"), whether such Termination is
permanent or temporary, then after the effective date of such Termination and
through the end of the Option Term, or one year after Holder has ceased to be a
director of the Company, whichever occurs first, the


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Holder may exercise the Option to purchase only such number of Shares that the
Holder would have been entitled to purchase on the effective date of such
Termination in accordance with the foregoing table. To the extent that the
Holder shall not have been entitled to exercise any portion of the Option on the
effective date of such Termination, such portion shall be deemed to have expired
unexercised on such effective date.

               (b) Method of Exercise; Payment; Issuance of New Option; Transfer
and Exchange. The Option may be exercised by the Holder, in whole or in part, by
the surrender of this Certificate, properly endorsed, at the principal office of
the Company, by the payment to the Company by cash or check of the then
applicable Purchase Price. In the event of any exercise of the Option,
certificates for the Shares so purchased shall be delivered to the Holder within
a reasonable time after the Option shall have been so exercised and, unless the
Option has expired, a new Certificate representing the right to purchase the
number of Shares, if any, with respect to which the Option shall not then have
been exercised shall also be issued to the Holder within such time. All such new
certificates shall be dated the date hereof and shall be identical with this
Certificate except as to the number of Shares issuable pursuant thereto.

               (c) Restrictions on Exercise. The Option may be exercised only if
the issuance and delivery of the Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, the Securities Exchange Act of 1934, applicable state securities laws or
the rules and regulations of any stock exchange upon which the Shares may then
be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. As a condition to the exercise of the
Option, the Company may require the Holder to make such representations and
warranties to the Company as may be required by applicable law or regulation.

        3.     Stock Fully Paid, Reservation of Shares. The Company covenants
and agrees that all Shares will, upon issuance and payment in accordance
herewith, be fully paid, validly issued and nonassessable. The Company further
covenants and agrees that during the Option Term, subject to obtaining
stockholder approval of the Plan, the Company will at all times have authorized,
and reserved for the purpose of the issue upon exercise of the Option, at least
the maximum number of Shares as are issuable upon the exercise of the Option.

        4.     No Change in Certificate. The form of this Certificate need not
be changed because of any adjustment in the Exercise Price or in the number of
Shares purchasable on exercise of the Option. The Exercise Price or the number
of Shares shall be considered to have been so changed as of the close of
business on the date of adjustment.

        5.     Fractional Shares. No fractional Shares will be issued in
connection with any exercise of the Option but, in lieu of such fractional
Shares, the Company shall make a cash payment therefor upon the basis of the
fair market value of the Shares.

        6.     Nontransferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, gifted, transferred or disposed of in any
manner, in whole or in part, either voluntarily or involuntarily by operation of
law, other than by will or the laws of descent or distribution, and may be
exercised during the lifetime of the Holder only by the Holder.

        7.     No Rights as Stockholder. The Holder, as such, shall not be
entitled to vote or receive dividends or be considered a stockholder of the
Company for any purpose, nor shall anything in this Certificate be construed to
confer on such holder, as such, give or withhold


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consent to any corporate action, to receive notice of meetings of stockholders,
to receive dividends or subscription rights or otherwise.

        8.     Withholding Tax Liability. Upon exercise of the Option, the
Company and the Holder may incur liability for applicable state and federal
income tax withholding tax on the difference, if any, between the aggregate
Purchase Price and the then fair market value of the Shares acquired upon such
exercise. The Holder understands and agrees that the Company may be required to
withhold part or all of the Holder's director fees or other compensation paid by
the Company to pay the withholding tax and that if such fees or compensation is
insufficient the Company may require the Holder, as a condition to any exercise
of the Option, to pay in cash the amount of such withholding liability.

        9.     Acknowledgment of Receipt of Plan. The Holder hereby acknowledges
receipt of the Plan.

        10.    Adjustments for Stock Splits, Etc.. Subject to any required
action by the stockholders of the Company, the number of Shares and the Exercise
Price shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration". Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number of Shares or the Exercise Price. In the event of the proposed
dissolution or liquidation of the Company, or in the event of a proposed sale of
all or substantially all of the stock or assets of the Company, or the merger,
consolidation or reorganization of the Company with or into another corporation,
the Option will terminate upon the effectiveness of such action, unless
otherwise provided by the Board. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board.


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