STEALTHGAS INC.
	 

	 
		 
	 

	 
		2005 EQUITY COMPENSATION PLAN
	 

	 
		(Amended and Restated, June 26, 2007) 
	 

	 
	 

	 

	 
		

	 

	 
		

	 

	 
		1.
	 

	 
		Purpose of the Plan
	 

	 
		

	 

	 
		The purpose of this 2005 Equity Compensation Plan, as  amended and
		restated on June 26, 2007 (the “Plan”) is to advance the interests of
		the Company and its stockholders by providing a means (a) to attract, retain,
		and reward directors, officers, other employees and persons who provide
		services to the Company and its Subsidiaries, and to enable such persons to
		acquire or increase a proprietary interest in the Company in order to promote a
		closer identity of interests between such persons and the Company's
		stockholders, (b) to link compensation to measures of the Company’s
		performance in order to provide additional incentives, including stock-based
		incentives and cash-based incentives, to such persons for the creation of
		stockholder value, and (c) to enable such persons to acquire or increase a
		proprietary interest in the Company in order to promote a closer identity of
		interests between such persons and the Company’s stockholders.  
	 

	 
		

	 

	 
		2.
	 

	 
		Definitions
	 

	 
		Capitalized terms used in the Plan and not defined elsewhere in the Plan
		shall have the meaning set forth in this Section.
	 

	 
		

	 

	 
		2.1
	 

	 
		“Award” means a compensatory award made pursuant to the Plan
		pursuant to which a Participant receives, or has the opportunity to receive
		Shares or cash.  
	 

	 
		2.2
	 

	 
		“Award Agreement” means a written document prescribed by the
		Committee and provided to a Participant evidencing the grant of an Award under
		the Plan.
	 

	 
		2.3
	 

	 
		“Beneficiary” means the person(s) or trust(s) entitled by will
		or the laws of descent and distribution to receive any rights with respect to
		an Award that survive such Participant's death provided that if at the time of
		a Participant's death, the Participant had on file with the Committee a written
		designation of a person(s) or trust(s) to receive such rights, then such
		person(s) (if still living at the time of the Participant’s death) or
		trust(s) shall be the “Beneficiary” for purposes of the Plan.
	 

	 
		2.4
	 

	 
		“Board” means the Board of Directors of the Company.
	 

	 
		2.5
	 

	 
		 “Committee” means the committee appointed by the Board to
		administer the Plan or the Board, where the Board is acting as the Committee or
		performing the functions of the Committee, as set forth in Section 3.
	 

	 
		2.6
	 

	 
		“Company” means StealthGas Inc., a corporation organized under
		the laws of the Republic of the Marshall Islands.
	 

	 
		2.7
	 

	 
		“Participant” means any employee or director who has been
		granted an Award under the Plan.
	 

	 
		
 

	 

	 
		

	 

	 
 


	 
		

	 

	 
		

	 

	 
		2.8
	 

	 
		“Shares” means common shares of the Company and such other
		securities as may be substituted or resubstituted for Shares pursuant to
		Section 6.
	 

	 
		2.9
	 

	 
		“Subsidiary” means an entity that is, either directly or
		through one or more intermediaries, controlled by the Company.
	 

	 
		3.
	 

	 
		Administration
	 

	 
		3.1
	 

	 
		Committee.  The Plan shall be administered by the
		Compensation Committee of the Board, unless the Board shall appoint a different
		committee.  Other provisions of the Plan notwithstanding, the Board may
		perform any function of the Committee under the Plan, and that authority
		specifically reserved to the Board under the terms of the Plan, the Company's
		Articles of Incorporation, By-Laws, or applicable law shall be exercised by the
		Board and not by the Committee.  The Board shall serve as the Committee in
		respect of any Awards made to any director of the Company who is not otherwise
		employed by the Company.
	 

	 
		3.2
	 

	 
		 Powers and Duties of Committee.  In addition to the
		powers and duties specified elsewhere in the Plan, the Committee shall have
		full authority and discretion to:
	 

	 
		(a)
	 

	 
		adopt, amend, suspend, and rescind such rules and regulations and appoint
		such agents as the Committee may deem necessary or advisable to administer the
		Plan;
	 

	 
		(b)
	 

	 
		correct any defect or supply any omission or reconcile any inconsistency
		in the Plan and to construe and interpret the Plan and any Award, rules and
		regulations, Award Agreement, or other instrument hereunder;
	 

	 
		(c)
	 

	 
		make determinations relating to eligibility for and entitlements in
		respect of Awards, and to make all factual findings related thereto; and
	 

	 
		(d)
	 

	 
		make all other decisions and determinations as may be required under the
		terms of the Plan or as the Committee may deem necessary or advisable for the
		administration of the Plan.  All determination and decisions of the
		Committee shall be final and binding upon a Participant or any person claiming
		any rights under the Plan from or through any Participant, and the Participant
		or such other person may not further pursue his or her claim in any court of
		law or equity or other arbitral proceeding.  
	 

	 
		(e)
	 

	 
		Delegation by Committee.  Except to the extent prohibited by
		applicable law or the applicable rules of a stock exchange, the Committee may
		delegate, on such terms and conditions as it determines in its sole and
		absolute discretion, to one or more senior executives of the Company (i) the
		authority to make grants of Awards to officers (other than executive officers)
		and employees of the Company and any Subsidiary and (ii) other administrative
		responsibilities.  Any such allocation or delegation may be revoked by the
		Committee at any time.
	 

	 
		3.3
	 

	 
		Limitation of Liability.  Each member of the Committee shall
		be entitled to, in good faith, rely or act upon any report or other information
		furnished to him by any officer or other employee of the Company or any
		Subsidiary, the Company's independent certified public accountants, or any
		executive compensation consultant, legal counsel, or other professional
		retained by the Company to assist in the administration of the Plan.  No
		member of the Committee, nor any officer or employee of the Company acting on
		behalf of the Committee, shall be personally liable for any action,
		determination, or interpretation taken or made in good faith with respect to
		the Plan, and all members of the Committee and any officer or employee of the
		Company acting on behalf of the Committee or members thereof shall, to the
		extent permitted by law, be fully indemnified and protected by the Company with
		respect to any such action, determination, or interpretation.
	 

	 
		
 

	 

	 
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		4.
	 

	 
		Limitations on Awards
	 

	 
		4.1
	 

	 
		Aggregate Number of Shares Available for Awards.  The
		aggregate number of Shares for which Awards may be granted under this Plan
		shall not exceed 10% of the number of Shares issued and outstanding at the time
		any Award is granted.  Awards made under this Plan which are forfeited
		(including a repurchase or cancellation of Shares subject thereto by the
		Company in exchange for the price, if any, paid to the Company for such Shares,
		or for their par or other nominal value), cancelled or have expired, shall be
		disregarded for purposes of the preceding sentence.  
	 

	 
		4.2
	 

	 
		Type of Shares Deliverable.  The Shares delivered in
		connection with Awards may consist, in whole or in part, of authorized and
		unissued Shares, or Shares acquired in the market for the account of a
		Participant.
	 

	 
		5.
	 

	 
		Awards
	 

	 
		5.1
	 

	 
		Eligibility.  The Committee shall have the discretion to
		select Award recipients from among the following categories of eligible
		recipients: (i) individuals who are employees (including officers) of the
		Company or any Subsidiary, (ii) individuals who are members of the Board and
		not otherwise employed by the Company or any Subsidiary, (iii) any other
		individual or entity who provides substantial personal services to the Company
		or any Subsidiary, (iv) any individual who has agreed to become an employee of
		the Company or a Subsidiary, provided that no such person may receive any
		payment or exercise any right relating to an Award until such person has
		commenced employment, and (v) individuals formerly employed by the Company or
		any Subsidiary as compensation in respect of their employment with the Company
		or any Subsidiary.
	 

	 
		5.2
	 

	 
		Type of Awards.  The Committee shall have the discretion to
		determine the type of Awards to be granted under the Plan.  Such Awards
		may be in a form payable in either Shares or cash, including, but not limited
		to, options to purchase Shares, restricted Shares, bonus Shares, appreciation
		rights, share units, performance units and dividend equivalents.  The
		Committee is authorized to grant Awards as a bonus, or to grant Awards in lieu
		of obligations of the Company or any Subsidiary to pay cash or grant other
		awards under other plans or compensatory arrangements, to the extent permitted
		by such other plans or arrangements.  Shares issued pursuant to an Award
		in the nature of a purchase right (e.g., options) shall be purchased for such
		consideration, paid for at such times, by such methods, and in such forms,
		including cash, Shares, other Awards, or other consideration, as the Committee
		shall determine.  
	 

	 
		5.3
	 

	 
		Terms and Conditions of Awards.  The Committee shall
		determine the size of each Award to be granted (including, where applicable,
		the number of Shares to which an Award will relate), and all other terms and
		conditions of each such Award (including, but not limited to, any exercise
		price, grant price, or purchase price, any restrictions or conditions relating
		to transferability, forfeiture, exercisability, or settlement of an Award, and
		any schedule or performance conditions for the lapse of such restrictions or
		conditions, and accelerations or modifications thereof, based in each case on
		such considerations as the Committee shall determine).  The Committee may
		determine whether, to what extent, and under what circumstances an Award may be
		settled, or the exercise price of an Award may be paid, in cash, Shares, other
		Awards, or other consideration, or an Award may be canceled, forfeited, or
		surrendered; provided, however, that any Awards denominated in Shares may not
		be settled in cash or other consideration other than Shares.  The
		Committee shall determine to what extent, and under what conditions, the
		Participant shall have the right to vote Shares and to receive any dividends
		paid on such Shares during the restriction period, if any, with respect to any
		Awards for which Shares are issued on the date of grant (e.g., restricted
		Shares and bonus Shares) and any such conditions or limitations shall be set
		forth in the Award Agreement in respect of such Awards.
	 

	 
		
 

	 

	 
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		5.4
	 

	 
		Option Repricing.  As to any Award granted as an option to
		purchase Shares or an appreciation right payable in Shares, the Committee is
		authorized to subsequently reduce the applicable exercise price relating to
		such Award, or take such other action as may be considered a repricing of such
		Award under generally accepted accounting principles.
	 

	 
		5.5
	 

	 
		Stand-Alone, Additional, Tandem, and Substitute Awards.
		 Awards granted under the Plan may, in the discretion of the Committee, be
		granted either alone or in addition to, in tandem with, or in substitution or
		exchange for, any other Award or any award granted under another plan of the
		Company, any Subsidiary, or any business entity to be acquired by the Company
		or a Subsidiary, or any other right of a Participant to receive payment from
		the Company or any Subsidiary and in granting a new Award, the Committee may
		determine that the value of any surrendered Award or award may be applied to
		reduce the exercise price of any option or appreciation right or purchase price
		of any other Award.
	 

	 
		6.
	 

	 
		Adjustments
	 

	 
		In the event of any change in the outstanding Shares by reason of any
		Share dividend or split, reorganization, recapitalization, merger,
		amalgamation, consolidation, spin-off, combination or exchange of Shares,
		repurchase, liquidation, dissolution or other corporate exchange, any large,
		special and non-recurring dividend or distribution to stockholders, or other
		similar corporate transaction, the Committee shall make such equitable
		adjustment or substitution, if any, as it deems to be appropriate in order to
		preserve, without enlarging, the rights of Participants, as to (i) the
		number and kind of Shares which may be delivered in connection with Awards
		granted thereafter, (ii) the number and kind of Shares subject to or
		deliverable in respect of outstanding Awards, and (iii) the exercise
		price, grant price or purchase price relating to any Award.  In addition,
		the Committee shall have discretion to make the foregoing equitable adjustments
		in any circumstance not mandated by the preceding sentence and is authorized to
		make equitable and appropriate adjustments in the terms and conditions of, and
		the criteria included in, Awards (including cancellation of Awards in exchange
		for the intrinsic (i.e., in-the-money) value, if any, of the vested portion
		thereof, substitution of Awards using securities or other obligations of a
		successor or other entity, acceleration of the expiration date for Awards, or
		adjustment to performance goals in respect of Awards) in recognition of unusual
		or nonrecurring events (including events described in the preceding sentence,
		as well as acquisitions and dispositions of businesses and assets) affecting
		the Company, any Subsidiary or any business unit, or the financial statements
		of the Company or any Subsidiary, or in response to changes in applicable laws,
		regulations, or accounting principles.  Notwithstanding the foregoing, if
		any such event will result in the acquisition of all or substantially all of
		the Company’s outstanding Shares, then if the document governing such
		acquisition (e.g., merger agreement) specifies the treatment of
		outstanding Awards, such treatment shall govern without the need for any action
		by the Committee.
	 

	 
		

	 

	 
		7.
	 

	 
		General Provisions
	 

	 
		7.1
	 

	 
		Compliance with Laws and Obligations.  The Company shall not
		be obligated to issue or deliver Shares in connection with any Award or take
		any other action under the Plan in a transaction subject to the registration
		requirements of any applicable securities law, any requirement under any
		listing agreement between the Company and any securities exchange or automated
		quotation system, or any other law, regulation, or contractual obligation of
		the Company, until the Company is satisfied that such laws, regulations, and
		other obligations of the Company have been complied with in full.
		 Certificates representing Shares issued under the Plan will be subject to
		such stop-transfer orders and other restrictions as may be applicable under
		such laws, regulations, and other obligations of the Company, including any
		requirement that a legend or legends be placed thereon.
	 

	 
		7.2
	 

	 
		Limitations on Transferability.  Awards and other rights
		under the Plan will not be transferable by a Participant except to a
		Beneficiary in the event of the Participant's death (to the extent any such
		Award, by
	 

	 
		
 

	 

	 
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		its terms, survives the Participant’s death), and, if exercisable,
		shall be exercisable during the lifetime of a Participant only by such
		Participant or his guardian or legal representative; provided, however,
		that such Awards and other rights may be transferred during the lifetime of the
		Participant, for purposes of the Participant's estate planning or other
		purposes consistent with the purposes of the Plan (as determined by the
		Committee), and may be exercised by such transferees in accordance with the
		terms of such Award, but only if and to the extent permitted by the Committee.
		 Awards and other rights under the Plan may not be pledged, mortgaged,
		hypothecated, or otherwise encumbered, and shall not be subject to the claims
		of creditors.  A Beneficiary, transferee, or other person claiming any
		rights under the Plan from or through any Participant shall be subject to all
		terms and conditions of the Plan and any Award Agreement applicable to such
		Participant, except as otherwise determined by the Committee, and to any
		additional terms and conditions deemed necessary or appropriate by the
		Committee.
	 

	 
		7.3
	 

	 
		No Right to Continued Employment; Leaves of Absence.  Neither
		the Plan, the grant of any Award, nor any other action taken hereunder shall be
		construed as giving any employee, consultant, director, or other person the
		right to be retained in the employ or service of the Company or any of its
		Subsidiaries (for the vesting period or any other period of time), nor shall it
		interfere in any way with the right of the Company or any of its Subsidiaries
		to terminate any person's employment or service at any time.  Unless
		otherwise specified in the applicable Award Agreement, (i) an approved leave of
		absence shall not be considered a termination of employment or service for
		purposes of an Award under the Plan, and (ii) any Participant who is employed
		by or performs services for a Subsidiary shall be considered to have terminated
		employment or service for purposes of an Award under the Plan if such
		Subsidiary is sold or no longer qualifies as a Subsidiary of the Company,
		unless such Participant remains employed by the Company or another Subsidiary.
	 

	 
		7.4
	 

	 
		Taxes.  The Company and any Subsidiary is authorized to
		withhold from any delivery of Shares in connection with an Award, any other
		payment relating to an Award, or any payroll or other payment to a Participant,
		amounts of withholding and other taxes due or potentially payable in connection
		with any transaction involving an Award, and to take such other action as the
		Committee may deem advisable to enable the Company, its Subsidiaries and
		Participants to satisfy obligations for the payment of withholding taxes and
		other tax obligations relating to any Award.  This authority shall include
		authority to withhold Shares or receive or accept Shares by way of repurchase,
		Participant services, or other consideration and to make cash payments in
		respect thereof in satisfaction of withholding tax obligations.
	 

	 
		7.5
	 

	 
		Changes to the Plan and Awards.  The Board may amend,
		suspend, discontinue, or terminate the Plan or the Committee's authority to
		grant Awards under the Plan without the consent of stockholders or
		Participants, except that any amendment shall be subject to the approval of the
		Company's stockholders at or before the next annual meeting of stockholders for
		which the record date is after the date of such Board action if such
		stockholders approval is required by any applicable law, regulation or stock
		exchange rule, and the Board may otherwise, in its discretion, determine to
		submit other such amendments to stockholders for approval; provided,
		however, that, without the consent of an affected Participant, no such
		action may materially impair the rights of such Participant under any Award
		theretofore granted.  The Committee may amend, suspend, discontinue, or
		terminate any Award theretofore granted and any Award Agreement relating
		thereto; provided, however, that, without the consent of an affected
		Participant, no such action may materially impair the rights of such
		Participant under such Award.  Any action taken by the Committee pursuant
		to Section 6 shall not be treated as an action described in this Section 7.5.
	 

	 
		7.6
	 

	 
		 No Right to Awards; No Shareholder Rights.  No
		Participant or other person shall have any claim to be granted any Award under
		the Plan, and there is no obligation for uniformity of treatment of
		Participants, employees, consultants, or directors.  No Award shall confer
		on any Participant any of the rights of a shareholder of the Company unless and
		until Shares are duly issued or transferred and delivered to the
		Parti­ci­pant in accordance with the terms of the Award.
	 

	 
		
 

	 

	 
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		7.7
	 

	 
		Unfunded Status of Awards; Creation of Trusts.  The Plan is
		intended to constitute an “unfunded” plan for incentive and deferred
		compensation.  With respect to any payments not yet made to a Participant
		pursuant to an Award, nothing contained in the Plan or any Award shall give any
		such Participant any rights that are greater than those of a general creditor
		of the Company; provided, however, that the Committee may authorize the
		creation of trusts or make other arrangements to meet the Company's obligations
		under the Plan to deliver cash, Shares, other Awards, or other consideration
		pursuant to any Award, which trusts or other arrangements shall be consistent
		with the “unfunded” status of the Plan unless the Committee otherwise
		determines.
	 

	 
		7.8
	 

	 
		Nonexclusivity of the Plan.  Neither the adoption of the Plan
		by the Board nor the submission of the Plan or of any amendment to stockholders
		for approval shall be construed as creating any limitations on the power of the
		Board to adopt such other compensatory arrangements as it may deem desirable,
		including the granting of awards otherwise than under the Plan, and such
		arrangements may be either applicable generally or only in specific cases.
	 

	 
		7.9
	 

	 
		Successors and Assigns.  The Plan and Award Agreements may be
		assigned by the Company to any successor to the Company’s business.
		 The Plan and any applicable Award Agreement shall be binding on all
		successors and assigns of the Company and a Participant, including any
		permitted transferee of a Participant, the Beneficiary or estate of such
		Participant and the executor, administrator or trustee of such estate, or any
		receiver or trustee in bankruptcy or representative of the Participant's
		creditors.
	 

	 
		7.10
	 

	 
		Governing Law. The Plan and all Award Agreements shall be governed
		by and construed in accordance with the laws of the Republic of the Marshall
		Islands, without giving effect to any choice of law or conflict of law
		provision or rule that would cause the application of the laws of any
		jurisdiction other than the Republic of the Marshall Islands.  
	 

	 
		7.11
	 

	 
		Severability of Provisions.  If any provision of the Plan
		shall be held invalid or unenforceable, such invalidity or unenforceability
		shall not affect any other provisions hereof, and the Plan shall be construed
		and enforced as if such provisions had not been included.
	 

	 
		7.12
	 

	 
		Plan Termination.  Unless earlier terminated by the Board,
		the Plan shall terminate on the day before the tenth anniversary of the later
		of the date the Company’s stockholders originally approved the Plan
		(August 26, 2005) or the date of any subsequent shareholder approval of the
		Plan. Upon any such termination of the Plan, no new authorizations of grants of
		Awards may be made, but then-outstanding Awards shall remain outstanding in
		accordance with their terms, and the Committee otherwise shall retain its full
		powers under the Plan with respect to such Awards.
	 

	 
		
 

	 

	 
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