<PAGE>


                                                                 EXHIBIT 10.2
                                           
                           ENGINEERING ANIMATION, INC.
                             NON-EMPLOYEE DIRECTORS
                               STOCK OPTION PLAN
                                           


    1.   PURPOSE.  The purpose of Engineering Animation, Inc. Non-Employee
Directors Stock Option Plan (the "Plan"), as hereinafter set forth, is to enable
Engineering Animation, Inc., a Delaware corporation (the "Company"), to attract,
retain and reward qualified outside directors, by offering them an opportunity
to have a greater proprietary interest in and closer identity with the Company
and with its financial success.

    Options granted under this Plan ("Options") shall be non-qualified. 
Proceeds of cash or Company Stock received by the Company from the sale of
Common Stock of the Company pursuant to Options granted under the Plan will be
used for general corporate purposes.

    2.   ADMINISTRATION.  The Plan shall be administered by the Chairman of the
Board of Directors and such other employee members of the Board of Directors, if
any, who he may select (collectively, the "Committee").  Subject to the express
provisions of the Plan, the Committee may interpret the Plan, prescribe, amend
and rescind rules and regulations relating to it, determine the terms and
provisions of the respective Participants' agreements and make such other
determinations as it deems necessary or advisable for the administration of the
Plan.  The decisions of the Committee on matters within its jurisdiction under
the Plan shall be conclusive and binding.  No member of the Board of Directors
or the Committee shall be liable for any action taken or determination made in
good faith.

    3.   DEFINITIONS.  Whenever used in this Agreement, the following terms
shall have the meanings set forth below:

         (a)  "Beneficial Owner" shall have the meaning ascribed to such term
    in Rule 13d-3 of the General Rules and Regulations under the Securities
    Exchange Act of 1934.
    
         (b)  "Change in Control" of the Company shall be deemed to have
    occurred if the conditions set forth in any one or more of the following
    paragraphs shall have been satisfied:
    
              (i)       Any Person other than a trustee or other fiduciary
         holding securities under an employee benefit plan of the Company, or a
         corporation owned directly or indirectly by the stockholders of the
         Company in substantially the same proportions as their ownership of
         Shares of the Company, or other than a Person whose stock ownership is
         approved by a vote of two-thirds (2/3) of the Directors who are not
         affiliated with such Person), becomes the Beneficial Owner, directly
         or indirectly, of securities of the Company representing 50% or more
         of the combined voting power of the Company's then outstanding
         securities; or
    
              (ii)      During any period of two consecutive fiscal years,
         individuals who at the beginning of such period constitute the Board
         of Directors (and any new director, whose election the Board of
         Directors was approved by a vote of at least two-thirds (2/3) of the
         directors then still in office who either were directors at the
         beginning of the period or whose election was previously so approved),
         cease for any reason to constitute a majority thereof; or
    
              (iii)     The stockholders of the Company approve (a) a plan of
         complete liquidation of the Company; or (b) an agreement for the sale
         or disposition of all or substantially all the Company's assets; or
         (c) a merger or consolidation of the Company with any other
         corporation, other than a merger or consolidation which would result
         in the voting securities of the Company outstanding immediately prior
         thereto continuing to represent (either by remaining outstanding or by
         being converted into voting securities of the surviving entity), at
         least 50% of the combined voting securities of the Company (or such
         surviving entity) outstanding immediately after such merger or
         consolidation;
    


<PAGE>

              (iv)      The Board of Directors agrees by a two-thirds (2/3)
         vote, that a Change in Control of the Company has occurred.
    
    However, in no event shall a Change in Control be deemed to have occurred,
    with respect to a Participant, if that Participant is part of a purchasing
    group which consummates the Change in Control transaction.  A Participant
    shall be deemed "part of a purchasing group" for purposes of the preceding
    sentence if the Participant is an equity participant or has agreed to
    become an equity participant in the purchasing company or group (except for
    (i) passive ownership of less than 3% of the Shares of the purchasing
    company; or (ii) ownership or equity participation in the purchasing
    company or group which is otherwise not deemed to be significant, as
    determined prior to the Change in Control by a majority of the
    disinterested directors of the Company).
         
         (c)  "Common Stock" shall mean the Company's $0.01 par value common
    stock.
    
         (d)  "Person" shall have the meaning ascribed to such term in Section
    3(a)(9) of the Securities Exchange Act of 1934 and used in Sections 13(d)
    and 14(d) thereof, including a group defined in Section 13(d).
    
    4.   ELIGIBILITY.  Options shall be granted under this Plan to all
non-employee directors of the Company ("Participants").

    5.   COMMON STOCK.  Options may be granted for a number of shares not to
exceed, in the aggregate, 60,000 shares of Common Stock, except as such number
of shares shall be adjusted in accordance with the provisions of Section 10 of
this Plan.

    In the event that any Option granted under the Plan expires unexercised, is
surrendered by a Participant for cancellation or is terminated or ceases to be
exercisable for any other reason without having been fully exercised prior to
the end of the period during which Options may be granted under the Plan, the
shares subject to such Option, or to the unexercised portion thereof, shall
again become available for new Options to be granted under the Plan to any
eligible Participant (including the holder of such former Option) at an Option
price determined in accordance with Section 6(b) hereof, as appropriate, which
price may then be greater or less than the Option price of such former Option. 
Any shares of Common Stock that are surrendered or withheld in payment of the
exercise price of an Option or that are surrendered or withheld in satisfaction
of any tax liabilities resulting from the exercise of an Option will be added to
the aggregate number of shares of Common Stock available for new Option grants
hereunder.

    6.   REQUIRED TERMS AND CONDITIONS OF OPTIONS.  As soon as practicable
following the date an individual becomes a non-employee member of the Board of
Directors of the Company and a Participant hereunder, such Participant shall be
granted an Option under the Plan (the "Initial Option").  As long as such
Participant remains a non-employee member of the Board of Directors, on each
one-year anniversary of the date of membership on the Board of Directors, he or
she shall be granted additional Options under the Plan (the "Anniversary
Options").  These Options shall be granted in such form and upon such terms and
conditions, including provisions as to the treatment of outstanding Options upon
the occurrence of a Change in Control, as the Board of Directors shall from time
to time determine, subject to the general provisions of the Plan and to the
following specific rules:

         (a)  NUMBER OF SHARES UNDERLYING OPTIONS.  The Initial Option shall
    represent the right to purchase up to a total of 5,000 shares of Common
    Stock, or such other number of shares as the Board of Directors shall
    determine at the time of grant.  Each Anniversary Option shall represent a
    right to purchase up to a total of 2,500 shares of Common Stock, or such
    other number of shares as the Board of Directors shall determine at the
    time of grant.  These Options shall vest as provided in subsection (d)
    below.

         (b)  OPTION PRICE.  The option price of each Option to purchase Common
    Stock shall be 100% of the Fair Market Value per share of Common Stock at
    the date the option is granted.

                                       2

<PAGE>


         (c)  MAXIMUM TERM.  No Option shall be exercisable after the
    expiration of fifteen (15) years from the date it is granted, except as
    provided in Section 8(b), (c), (d) or (e).

         (d)  VESTING OF OPTIONS.  A Participant shall become vested in 25% of
    the Initial Option on the date such Initial Option is granted (the "Initial
    Option Grant Date").  The remainder of the Initial Option shall become
    vested as follows:

              (i)       25% of the Initial Option on the one-year anniversary
         of the Initial Option Grant Date;
    
              (ii)      25% of the Initial Option on the two-year anniversary
         of the Initial Option Grant Date; and
    
              (iii)     25% of the Initial Option on the three-year anniversary
         of the Initial Option Grant Date.
    
    Each Anniversary Option shall be fully vested on the date it is granted.
    
         (e)  TIME OF EXERCISE.  Options granted under the Plan shall become
    exercisable, in whole or in part, on or after the date that such Options
    become vested; provided, however, that no Option granted under the Plan may
    become exercisable prior to six (6) months following the date it is granted
    or six (6) months after stockholders approve the Plan, whichever date is
    later.

    7.   FAIR MARKET VALUE.  "Fair Market Value" shall be the amount determined
by the Committee from time to time, using such good faith valuation methods as
it deems appropriate, except that as long as the Common Stock is traded on
NASDAQ or a recognized stock exchange, it shall mean the average of the highest
and lowest quoted selling prices for the Shares on the relevant date, or (if
there were no sales on such date) the weighted average of the means between the
highest and the lowest quoted selling prices on the nearest day before and the
nearest day after the relevant date, as prescribed by Treasury Regulation
20.2031-2(b)(2), as reported in the Wall Street Journal or a similar publication
selected by the Committee.

    8.   EXPIRATION OF OPTION.

         (a)  GENERAL RULE.  Except with respect to Options expiring pursuant
    to Section 8(b), (c), (d) or (e), each Option shall expire on the first to
    occur of:  (i) the 15th anniversary of the date of grant thereof, or
    (ii) the expiration date or dates set forth in the applicable Option
    agreement.

         (b)  EXPIRATION UPON TERMINATION OF DIRECTORSHIP.  Except with respect
    to Options expiring pursuant to Section 8(c), (d) or (e), an Option shall
    expire on the first to occur of the applicable date or dates determined
    pursuant to Section 8(a) or the date that the Participant ceases to be a
    member of the Board of Directors of the Company.  Notwithstanding the
    preceding provisions of this Section 8(b), the Committee, in its sole
    discretion, may permit such a Participant to exercise an Option, to the
    extent it is vested as of the date he or she ceases to be a member of the
    Board of Directors, during a period following the termination of his or her
    Board of Directors membership, which period shall not exceed three months. 
    In no event, however, may the Committee permit such Participant to exercise
    an Option under this Section 8(b) after the expiration date computed under
    Section 8(a).

         (c)  EXPIRATION UPON DISABILITY OR DEATH.  If the membership on the
    Board of Directors of a Participant terminates by reason of disability (as
    determined in the discretion of the Committee) or by reason of death, his
    or her Options, to the extent they are vested as of the date of his or her
    death or disability, shall remain exercisable until the first to occur of
    the expiration date computed under Section 8(a) or the one-year anniversary
    of termination of his or her membership on the Board of Directors by reason
    of disability or death.

                                       3

<PAGE>


         (d)  EXPIRATION UPON RETIREMENT.  If the membership on the Board of
    Directors of a Participant terminates due to "retirement," as defined
    below, with the consent of the Committee, his or her Options, to the extent
    they are vested as of the date of his or her retirement, shall expire on
    the first to occur of the applicable date or dates determined pursuant to
    Section 8(b).  If a Participant who has so retired dies prior to exercising
    in full an Option which has not expired pursuant to the preceding sentence,
    then notwithstanding the preceding sentence, his or her Options, to the
    extent they are vested as of the date of his or her retirement, shall
    expire after the first to occur of the expiration date computed under
    Section 8(a) or the one-year anniversary of the date of the Participant's
    death.  Retirement for purposes of this Plan shall mean the termination of
    the Board of Directors membership of a Participant on or after the date a
    Participant attains age 65.

         (e)  EXPIRATION UPON TERMINATION FOR CAUSE.  If the membership on the
    Board of Directors of a Participant is terminated by the Company for
    substantial cause, the Participant's right to exercise his or her Options
    shall terminate at the time notice of termination of such membership is
    given by the Company to such Participant.  For purposes of this provision,
    substantial cause shall include:

              (i)       The commission of an action against or in derogation of
         the interests of the Company which, if proven in a court of law, would
         constitute a violation of a criminal code or similar law;
    
              (ii)      Divulging the Company's confidential information; or
    
              (iii)     The performance of any similar action that the
         Committee, in its sole discretion, may deem to be sufficiently
         injurious to the interest of the Company to constitute substantial
         cause for termination.
    
    9.   METHOD OF EXERCISE.  Options may be exercised by giving written notice
to the Corporate Secretary of the Company, stating the number of shares of
Common Stock with respect to which the Option is being exercised and tendering
payment therefor.  The exercise price of an Option shall be paid in full at the
time that the Option, or any part thereof, is exercised.  Subject to the
approval of the Committee, payment may be made (i) in cash, (ii) through the
surrender of previously acquired shares of Common Stock having a Fair Market
Value equal to the exercise price of the Option or the withholding of shares of
Common Stock having a Fair Market Value equal to the exercise price of the
Option, or (iii) a combination of (i) and (ii).

    10.  ADJUSTMENTS.

         (a)  The aggregate number of shares of Common Stock with respect to
    which Options may be granted hereunder, the number of shares of Common
    Stock subject to each outstanding Option and the Option price per share for
    each such Option may all be appropriately adjusted, as the Committee may
    determine, for any increase or decrease in the number of shares of issued
    Common Stock of the Company resulting from a subdivision or consolidation
    of shares whether through reorganization, payment of a share dividend or
    other increase or decrease in the number of such shares outstanding
    effected without receipt of consideration by the Company, distribution of
    assets to stockholders, or the assumption and conversion of outstanding
    options in an acquisition of the Company; provided, however, that no
    adjustment in the number of shares with respect to which Options may be
    granted under the Plan or in the number of shares subject to outstanding
    Options shall be made except in the event that such adjustment, together
    with all respective prior adjustments which were not made as a result of
    this provision, involve a net change of more than 10%.
    
         (b)  Subject to any required action by the stockholders, if the
    Company shall be a party to a transaction involving a sale of substantially
    all its assets, a merger or a consolidation, any Option granted hereunder
    shall pertain to and apply to the securities to which a holder of the
    number of shares of Common Stock subject to the Option would have been
    entitled if the Participant actually owned the stock subject to the Option
    immediately prior to the time any such transaction became effective;
    provided, however, that all unexercised Options under the Plan may be
    canceled by the Company as of the effective date of any such 


                                       4

<PAGE>

    transaction by giving notice to the holders thereof of its intention to do
    so and by permitting the exercise, during the 30-day period preceding the
    effective date of such transaction, of all partly or wholly unexercised
    Options in full (without regard to installment exercise limitations). This
    provision shall apply provided that the Participant is not terminated 
    for cause.
    
         (c)  In the case of dissolution of the Company, every Option
    outstanding hereunder shall terminate; provided, however, that each
    Participant shall have 30 days' prior written notice of such event, during
    which time the holder shall have a right to exercise the partly or wholly
    unexercised Option (without regard to installment exercise limitations).
    
         (d)  On the basis of information known to the Company, the Committee
    shall make all determinations under this Section 10, including whether a
    transaction involves a sale of substantially all the Company's assets, and
    all such determinations shall be conclusive and binding.
    
    11.  OPTION AGREEMENTS.  Each Participant shall agree to such terms and
conditions in connection with the exercise of an Option, including restrictions
on the disposition of the Common Stock acquired upon the exercise thereof, as
the Committee may deem appropriate.  Option agreements need not be identical. 
The certificates evidencing the shares of Common Stock acquired upon exercise of
an Option may bear a legend referring to the terms and conditions contained in
the respective Option agreement and the Plan, and the Company may place a stop
transfer order with its transfer agent against the transfer of such shares.  If
requested to do so by the Committee at the time of exercise of an Option, each
Participant shall execute a certificate indicating that he or she is purchasing
the Common Stock under such Option for investment and not with any present
intention to sell the same.

    12.  WITHHOLDING OF TAXES.  Upon the exercise of an Option, the Company may
deduct any Federal, state or local taxes required by law to be withheld with
respect to such exercise.  Any holder of an Option may elect to surrender shares
of Common Stock previously acquired by the holder or to have the Company
withhold shares that would have otherwise been issued to the holder pursuant to
the exercise of an Option, the number of such withheld or surrendered shares to
be sufficient to satisfy all or a portion of the income tax liability that
arises upon such exercise.

    13.  LEGAL AND OTHER REQUIREMENTS.  The obligation of the Company to sell
and deliver Common Stock under Options granted under the Plan shall be subject
to all applicable federal and state laws, regulations, rules and approvals.  A
Participant shall have no rights as a stockholder with respect to any shares
covered by an Option granted to or exercised by him or her until the date of
delivery of a stock certificate to him or her for such shares.  No adjustment
other than pursuant to Section 10 hereof shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
delivered.

    14.  NONTRANSFERABILITY.  During the lifetime of a Participant, any Option
granted to him or her shall be exercisable only by him or her or by his or her
guardian or legal representative.  No Option shall be assignable or
transferable, except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code or the Employee Retirement Income Security Act.  The granting of an
Option shall impose no obligation upon the Participant to exercise such Option.

    15.  INDEMNIFICATION OF COMMITTEE.  In addition to such other rights of
indemnification as they may have as members of the Board of Directors or as
members of the Committee, the members of the Committee shall be indemnified by
the Company against the reasonable expenses, including attorneys' fees actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding (or in connection with any appeal therein), to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding that such
Committee member is liable for gross negligence or misconduct in the performance
of his or her duties; provided, that within 60 days after institution of any
such action, suit or proceeding, Committee members shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.

                                       5

<PAGE>



    16.  NO CONTRACT.  Neither the adoption of this Plan nor the grant of any
Option shall be deemed to obligate the Company to continue to retain any
Participant as a director for any particular period, nor shall the granting of
an Option constitute a request or consent to postpone the retirement date of any
Participant.

    17.  TERMINATION AND AMENDMENT OF PLAN.  The Board of Directors, acting by
a majority of its members, without further action on the part of the
stockholders, may from time to time alter, amend or suspend the Plan or any
Option granted hereunder or may at any time terminate the Plan; provided,
however, the Board of Directors may not materially increase the number of shares
of Common Stock subject to the Plan (except as provided in Section 10 hereof);
and provided further that no such action shall materially and adversely affect
any outstanding Options without the consent of the respective Participants.

    18.  EFFECTIVE DATE OF PLAN.  The Plan as adopted by the Board of Directors
and approved by stockholders was effective as of January 1, 1996.  The Plan is
hereby amended and restated effective May 1, 1997 (the "Effective Date"),
subject to approval by the holders of the Common Stock of the Company.













                                       6