<PAGE>
 
                                CONSILIUM, INC.
                             AMENDED AND RESTATED
                   1990 OUTSIDE DIRECTORS STOCK OPTION PLAN


     1.  Purpose.  The Consilium, Inc. 1990 Outside Directors Stock Option Plan
         -------                                                               
(the "Prior Plan") was established effective as of January 17, 1990 (the
"Effective Date") to create additional incentive for the outside directors of
Consilium, Inc. and any successor corporation thereto (collectively referred to
as the "Company") to promote the financial success and progress of the Company.
The Prior Plan was amended and restated effective as of April 29, 1992 to
provide for annual grants of immediately exercisable options; and was amended
and restated again as of February 9, 1993 in the form set forth herein (the
"Plan").

     2.  Administration.  The Plan shall be administered by the Board of
         --------------                                                 
Directors of the Company (the "Board") and/or by a duly appointed committee of
the Board having such powers as shall be specified by the Board.  Any subsequent
references to the Board shall also mean the committee if such committee has been
appointed and, unless the powers of the committee have been specifically
limited, the committee shall have all of the powers of the Board granted herein,
including, without limitation, the power to terminate or amend the Plan at any
time, subject to the terms of the Plan and any applicable limitations imposed by
law.  All questions of interpretation of the Plan or of any options granted
under the Plan (an "Option") shall be determined by the Board, and such
determinations shall be final and binding upon all persons having an interest in
the Plan and/or any Option.  All Options shall be nonqualified stock options.
Any officer of the Company shall have the authority to act on behalf of the
Company with respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter, right, obligation,
or election.

     3.  Eligibility and Type of Option.  The Options may be granted only to
         ------------------------------                                     
directors of the Company who are not employees of the Company or any present or
future parent and/or subsidiary corporations of the Company.  Options granted to
eligible directors of the Company ("Outside Directors") shall be nonqualified
stock options; that is, options which are not treated as having been granted
under section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code").  For purposes of the Plan, a parent corporation and a subsidiary
corporation shall be as defined in sections 424(e) and 424(f) of the Code.

     4.  Shares Subject to Option.  Options shall be options for the purchase of
         ------------------------                                               
the authorized but unissued common stock of the Company (the "Stock"), subject
to adjustment as provided in paragraph 8 below.  The maximum number of shares of
Stock which may be issued under the Plan shall be 100,000 shares.  In the event
that any outstanding Option for any reason expires or is terminated and/or
shares of Stock subject to repurchase are repurchased by the Company, the shares
allocable to the unexercised portion of such Option, or such repurchased shares,
may again be subjected to an Option.  Notwithstanding the foregoing, any such
shares shall be made subject to a new Option only if the grant of such new
Option and the issuance of such shares pursuant to such new Option would not
cause the Plan or any Option granted under the Plan to contravene Rule 16b-3
under the Securities Exchange Act of 1934, as amended, and as amended from time
to time or any successor rule or regulation ("Rule 16b-3").

     5.  Time for Granting Options.  All Options shall be granted, if at all,
         -------------------------                                           
within ten (10) years from the Effective Date.

     6.  Terms, Conditions and Forms of Options.  Options granted pursuant to
         --------------------------------------                              
the Plan shall be evidenced by written agreements specifying the number of
shares of Stock covered thereby, in
<PAGE>
 
substantially the two forms attached hereto as Exhibit A and Exhibit B, 
                                               ---------     ---------
respectively, and incorporated herein by reference (the "Option Agreements"),
and shall comply with and be subject to the following terms and conditions:

     (a) Automatic Grant of Options.  Subject to execution by each Outside
         --------------------------                                       
Director of the appropriate Option Agreement:

     (i) Each Outside Director who first serves on the Board after the Effective
Date shall be granted an Option to purchase fifteen thousand (15,000) shares of
Stock upon the first date of service.

     (ii) In addition to any other grant made to an Outside Director under the
Plan, an Outside Director shall be granted an immediately exercisable Option to
purchase shares of Stock in an amount equal to two thousand five hundred (2,500)
times the number of full years of service of such Outside Director during the
period from October 31, 1990 through the date of the 1993 Annual Meeting of
Stockholders.

     (iii) In addition to any other grant made to an Outside Director under the
Plan, an Outside Director shall be granted an immediately exercisable Option to
purchase two thousand five hundred (2,500) shares of Stock on the date of the
first meeting of the Board of Directors in each successive fiscal year
commencing in fiscal 1994, provided that if an Outside Director has served less
than one full year at the date of grant, such director's grant will be pro-rated
to the number of shares (rounded to the nearest hundred shares) equal to 2,500
divided by twelve and multiplied by the number of full months of service by such
director on the date of grant.

     (iv) Notwithstanding the foregoing, any Outside Director may elect not to
receive an Option granted pursuant to this paragraph 6(a) by delivering written
notice of such election to the Board (1) in the case of an initial Option grant,
no later than the date upon which such Outside Director commences service on the
Board, or (2) in the case of an Option grant pursuant to paragraph 6(a)(iii), no
later than six (6) months prior to the date of such first meeting of the fiscal
year.

     (b) Option Price.  The option price per share for an Option shall be the
         ------------                                                        
fair market value, as determined by the average of the high and low prices of a
sale of a share of Stock on the National Association of Securities Dealers
Automated Quotations system (the "NASDAQ System") or other national securities
exchange, on the date of the granting of the Option.  If the date of the
granting of the Option does not fall on a day on which the Company's Stock is
trading on the NASDAQ System or other national securities exchange, the date on
which the option price per share shall be established shall be the last day on
which the Company's Stock was so traded prior to the date of the granting of the
Option.  Notwithstanding the foregoing, an Option may be granted with an
exercise price lower than the minimum exercise price set forth above if such
Option is granted pursuant to an assumption or substitution for another option
in a manner qualifying with the provisions of section 424(a) of the Code.

     (c) Exercise Period of Options.  Any Option granted hereunder shall be
         --------------------------                                        
exercisable for a term of ten (10) years.

     (d) Payment of Option Price.  Payment of the option price for the number of
         -----------------------                                                
shares of Stock being purchased pursuant to any Option shall be made in cash, by
check or in cash equivalent.

     (e) Shareholder Approval.  Any Option granted pursuant to the Plan under
         --------------------                                                
section 6(a)(ii) or (iii) shall be subject to obtaining shareholder approval of
the Plan at the first annual meeting of shareholders after the adoption of such
provision.
<PAGE>
 
     7.  Authority to Vary Terms.  The Board shall have the authority from time
         -----------------------                                               
to time to vary the terms of the Option Agreements, either in connection with
the grant of an individual Option or in connection with the authorization of a
new standard form or forms; provided, however, that the terms and conditions of
such revised or amended form or forms of stock option agreement shall be in
accordance with the terms of the Plan.  Such authority shall include, but not by
way of limitation, the authority to grant Options which are immediately
exercisable subject to the Company's right to repurchase any unvested shares of
Stock acquired by the Optionee on exercise of an Option in the event such
Optionee's service as a director of the Company is terminated for any reason.

     8.  Effect of Change in Stock Subject to Plan.  Appropriate adjustments
         -----------------------------------------                          
shall be made in the number and class of Stock subject to the Plan and to any
outstanding Options and in the option price of any outstanding Options in the
event of a stock dividend, stock split, reverse stock split, combination,
reclassification, or like change in the capital structure of the Company.

     9.  Transfer of Control.  A "Transfer of Control" shall be deemed to have
         -------------------                                                  
occurred in the event any of the following occurs with respect to the Company.

     (a) the sale or exchange by the shareholders of the Company of more than
fifty percent (50%) of the voting stock of the Company where the shareholders of
the Company before such sale or exchange do not retain, directly or indirectly,
at least a majority of the beneficial interest in the voting stock of the
Company;

     (b) a merger in which the Company is not the surviving corporation; or

     (c) the sale of all or substantially all of the Company's assets (other
than a sale or transfer to a subsidiary of the Company).

     In the event of a Transfer of Control, any unexercisable and/or unvested
portion of the outstanding Options shall be immediately exercisable and vested
as of a date prior to the Transfer of Control, as the Board so determines.  The
exercise and/or vesting of any Option that was permissible solely by reason of
this paragraph 9 shall be conditioned upon the consummation of the Transfer of
Control.  Any Options which are not exercised as of the date of the Transfer of
Control shall terminate effective as of the date of the Transfer of Control.

     10.  Options Non-Transferable.  During the lifetime of the Optionee, the
          ------------------------                                           
Option shall be exercisable only by the Optionee.  No Option shall be assignable
or transferable by the Optionee, except by will or by the laws of descent and
distribution.

     11.  Termination or Amendment of Plan.  The Board, including any duly
          --------------------------------                                
appointed committee of the Board, may terminate or amend the Plan at any time;
provided, however, that without the approval of the stockholders of the Company,
there shall be (a) no increase in the total number of shares of Stock covered by
the Plan (except by operation of the provisions of paragraph 8 above) and (b) no
expansion in the class of persons eligible to receive Options; and provided
further, that the provisions of the Plan addressing eligibility to participate
in the Plan and the amount, price and timing of grants of Options shall not be
amended more than once every six (6) months, other than to comport to changes in
the Code, or the rules thereunder.  In addition to the foregoing, the approval
of the Company's stockholders shall be sought for any amendment to the Plan for
which the Board deems stockholder approval necessary in order to comply with
Rule 16b-3.  In any event, no termination or amendment may adversely affect any
then outstanding Option or any unexercised portion thereof, without the consent
of the Optionee.
<PAGE>
 
     12.  Options Granted Under the Prior Plan.  Any Option previously granted
          ------------------------------------                                
by the Company under the Prior Plan shall continue to be governed under the
terms of the Prior Plan and the terms of the agreement documenting that Option.

     The undersigned Secretary of the Company hereby certifies that the
foregoing Amended and Restated Consilium, Inc. 1990 Outside Directors Stock
Option Plan was adopted by the Board of Directors of Consilium, Inc. at a
meeting of such Board on the 9th day of February, 1993.



 
                                            Secretary
<PAGE>
 
     The Plan was amended by the Board of Directors on September 21, 1993 in 
connection with an election to comply with new Rule 16b-3.