<PAGE>
                                                                    Exhibit 10.1

                                    APW LTD.

                            2002 STOCK INCENTIVE PLAN

I.   INTRODUCTION

     1.01 Purpose. This plan shall be known as the APW Ltd. 2002 Stock Incentive
Plan (the "Plan"). The purposes of the Plan are to attract and retain the best
available employees and directors of APW Ltd. and its subsidiaries, as well as
appropriate third parties who can provide valuable services to APW Ltd., to
provide additional incentive to such persons and to promote the success and
growth of APW Ltd.

     1.02 Effective Date. The effective date of the Plan shall be July 30, 2002,
subject to approval of the Plan by the shareholders of APW Ltd. Any Award
granted prior to such shareholder approval shall be expressly conditioned upon
such shareholder approval of the Plan.

II.  PLAN DEFINITIONS

     2.01 Definitions. For Plan purposes, except where the context clearly
indicates otherwise, the following terms shall have the meanings set forth
below:

          (a)  "Award" shall mean the grant of any form of stock option or
               restricted stock.

          (b)  "Board" shall mean the Board of Directors of the Company.

          (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended
               from time to time.

          (d)  "Committee" shall mean the Compensation Committee of the Board,
               as described in Section 4.01.

          (e)  "Company" shall mean APW Ltd., a Bermuda company.

          (f)  "Company Stock" shall mean shares of common stock of the Company
               and such other shares and securities as may be substituted
               therefor pursuant to Section 3.02.

          (g)  "Eligible Grantee" shall mean any regular salaried employee or
               director of the Company or a Subsidiary and any other individual
               who provides services to the Company or a Subsidiary; provided,
               however that only employees shall be eligible to receive
               incentive stock options.

          (h)  "Fair Market Value" on any date shall mean, with respect to
               Company Stock, if the shares are then listed and traded on a
               registered national securities exchange, or are quoted in the
               NASDAQ National Market System, the mean of the high and low sale
               prices recorded in composite transactions. In the absence of
               reported

                                       -1-

<PAGE>

          sales on such date, or if the shares are not so listed or quoted, but
          are traded in the over-the-counter market, "Fair Market Value" shall
          be the mean of the closing bid and asked prices for such shares on
          such date, or, if not so reported as obtained from a bona fide market
          maker in such shares. In the event there is no public market for the
          Company Stock, Fair Market Value on any date shall mean the value as
          determined by the Committee in its discretion for purposes of
          administering the Plan. The Committee shall determine Fair Market
          Value based upon customary valuation techniques, including the use of
          data on comparable companies, and including the use of a formula
          adopted by the Committee for such purposes, which formula may be
          amended or altered from time to time by the Committee. The Committee's
          determination of Fair Market Value shall be binding for all purposes
          under the Plan.

     (i)  "Grantee" shall mean any person who has been granted an Award, under
          the Plan.

     (j)  "Option Period" shall mean the period of time provided pursuant to
          Section 6.04 within which a stock option may be exercised.

     (k)  "Subsidiary" shall mean any corporation now or hereafter in existence
          in which the Company owns, directly or indirectly, a voting interest
          of more than fifty percent (50%).

III. SHARES SUBJECT TO OPTION

     3.01 Available Shares. The total number of shares of Company Stock that may
be issued under the Plan shall in the aggregate not exceed one hundred fifty one
thousand five hundred fifteen (151,515) shares. Shares subject to and not issued
under an option which expires, terminates, is canceled or forfeited for any
reason under the Plan and shares of restricted Company Stock which have been
forfeited before the Grantee has received any benefits of ownership, such as
dividends from the forfeited shares, shall again become available for the
granting of Awards.

     3.02 Changes in the Number of Available Shares. If any stock dividend is
declared upon the shares of Company Stock, or if there is any stock split, stock
distribution, or other recapitalization of the Company with respect to the
Company Stock, resulting in a split or combination or exchange of shares, the
aggregate number and kind of shares which may thereafter be offered under the
Plan shall be proportionately and approximately adjusted and the number and kind
of shares then subject to options granted under the Plan and the per share
option price therefor shall be proportionately and appropriately adjusted,
without any change in the aggregate purchase prices to be paid therefor.

IV.  ADMINISTRATION

     4.01 Administration by the Committee. The Plan shall be administered by the
Compensation Committee of the Board, or such other committee of the Board as the
Board may from time to time determine

     4.02 Committee Powers. The Committee is empowered to adopt such rules,
regulations and procedures and take such other action as it shall deem necessary
or proper for the administration of the

                                       -2-

<PAGE>

Plan and, in its discretion, may modify, extend or renew any option theretofore
granted. The Committee shall also have authority to interpret the Plan, and the
decision of the Committee on any questions concerning the interpretation of the
Plan shall be final and conclusive. The Committee may consult with counsel, who
may be counsel for the Company, and shall not incur any liability for any action
taken in good faith in reliance upon the advice of counsel. The Committee may
adopt such procedures and subplans as are necessary or appropriate to permit
participation in the Plan by Eligible Grantees who are foreign nationals or
employed outside of the United States.

Subject to the provisions of the Plan, the Committee shall have full and final
authority to:

          (a)  designate the persons to whom Awards shall be granted;

          (b)  grant Awards in such form and amount as the Committee shall
               determine;

          (c)  impose such limitations, restrictions and conditions upon any
               such Award as the Committee shall deem appropriate, including
               restrictions relating to a sale of the shares issued under the
               Plan and provisions requiring the resale of the shares to the
               Company and or its shareholders; and

          (d)  waive in whole or in part any limitations, restrictions or
               conditions imposed upon any such Award as the Committee shall
               deem appropriate.

V.   PARTICIPATION

     5.01 Eligibility. Eligible Grantees who, in the sole opinion of the
Committee, contribute significantly to the growth and success of the Company or
a Subsidiary shall be eligible for Awards under the Plan. From among all such
Eligible Grantees, the Committee shall determine from time to time those
Eligible Grantees to whom Awards shall be granted. No Eligible Grantee shall
have any right whatsoever to receive an Award unless so determined by the
Committee.

     5.02 No Employment or Service Rights. The Plan shall not be construed as
conferring any rights upon any person for a continuation of employment or
service, nor shall it interfere with the rights of the Company or any Subsidiary
to terminate the employment or service of any person or to take any other action
affecting such person.

VI.  STOCK OPTIONS

     6.01 General. Stock options granted under the Plan may be in the form of
incentive stock options (within the meaning of the Code) or nonqualified stock
options. Each option granted under the Plan shall be evidenced by a stock option
agreement between the Company and the Grantee which shall contain the terms and
conditions required by this Article VI, and such other terms and conditions, not
inconsistent herewith, as the Committee may deem appropriate in each case,
including restrictions relating to a sale of the shares issued upon exercise of
a stock option.

     6.02 Option Price. The price at which each share of Company Stock covered
by an option may be purchased shall be determined in each case by the Committee
and set forth in each stock option agreement. In no event shall such price be
less than one hundred percent (100%) of the Fair Market Value of the Company
Stock when the option is granted. Employees who own, directly or indirectly,

                                       -3-

<PAGE>

within the meaning of Code 425(d), more than 10% of the voting power of all
classes of stock of the Company or any parent or subsidiary corporation shall
not be eligible to receive an incentive stock option hereunder unless the
purchase price per share under such option is at least 110% of the Fair Market
Value of the shares subject to the option and such option by its terms is not
exercisable after the expiration of 5 years from the date such option is
granted.

     6.03 Date Option Granted. For purposes of the Plan, a stock option shall be
considered as having been granted on the date on which the Committee authorized
the grant of the option, except where the Committee has designated a later date,
in which event the later date shall constitute the date of grant of the option;
provided, however, that in either case notice of the grant of the option shall
be given to the Grantee within a reasonable time.

     6.04 Period for Exercise. Each stock option agreement shall state the
period or periods of time within which the option may be exercised by the
Grantee, in whole or in part, which shall be the period or periods of time as
may be determined by the Committee, provided that:

          (a)  No option granted under this Plan may be exercised prior to
               shareholder approval of the Plan,

          (b)  No Option Period for an incentive stock option may exceed ten
               (10) years from the date the option is granted, and

          (c)  No option may be treated as an incentive stock option unless the
               Grantee exercises the option while employed by the Company or a
               Subsidiary or within three months after termination of
               employment, or if termination is caused by death or disability,
               within one year after such termination.

     6.05 Special Rule for Incentive Stock Options. For so long as Section 422
(or any successor provision) of the Code so provides, the aggregate Fair Market
Value (determined as of the date the incentive stock option is granted) of the
number of shares with respect to which incentive stock options are exercisable
for the first time by a Grantee during any calendar year shall not exceed One
Hundred Thousand Dollars ($100,000) or such other limit as may be required by
the Code. To the extent that any Award exceeds such limitation, the portion of
the Award exceeding the limitation will be treated a nonqualified stock option.

     6.06 Method of Exercise. Subject to Section 6.04, each option may be
exercised in whole or in part from time to time as specified in the stock option
agreement. Each Grantee may exercise an option by giving written notice of the
exercise to the Company, specifying the number of shares to be purchased,
accompanied by payment in full of the purchase price therefor. The purchase
price may be paid in cash, by check, or, with the approval of the Committee, by
delivering shares of Company Stock which have been beneficially owned by the
Grantee, the Grantee's spouse, or both of them for a period of at least six
months prior to the time of exercise ("Delivered Stock") or a combination of
cash and Delivered Stock. Delivered Stock shall be valued at its Fair Market
Value determined as of the date of exercise of the option. No Grantee shall be
under any obligation to exercise any option hereunder. The holder of an option
shall not have any rights of a stockholder with respect to the shares subject to
the option until such shares shall have been delivered to him or her.

                                       -4-

<PAGE>

     6.07 Merger, Amalgamation, Consolidation or Reorganization. In the event of
a merger, amalgamation, consolidation, reorganization or a sale of the Company,
the Committee may, subject to the approval of the Board of Directors of the
Company, take action regarding each outstanding and unexercised option pursuant
to either clause (a) or (b) below:

          (a)  Appropriate provision may be made for the protection of such
               option by the substitution on an equitable basis of appropriate
               shares of the surviving corporation, provided that the excess of
               the aggregate Fair Market Value of the shares subject to such
               option immediately before such substitution over the exercise
               price thereof is equivalent to, but not more than, the excess of
               the aggregate fair market value of the substituted shares made
               subject to option immediately after such substitution over the
               exercise price thereof; or

          (b)  The Committee may cancel such option.

     6.08 Substitute Options. Notwithstanding the provisions of Sections 6.02
and 6.03 above, in the event that the Company or a Subsidiary consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition of
property or stock from an unrelated corporation), persons who become Eligible
Grantees on account of such transaction may be granted options in substitution
for options granted by their former employer, provided that the terms of the
substitute options shall be no more favorable than the terms of the options
granted by the former employer. If such substitute options are granted, the
Committee, in its sole discretion and consistent with Section 424(a) of the
Code, may determine that such substitute options shall have an exercise price
less than one hundred (100%) of the Fair Market Value of the shares on the grant
date.

VII. RESTRICTED STOCK

     7.01 Administration. Shares of restricted stock may be issued either alone
or in addition to other Awards granted under the Plan; provided that a maximum
of 15,000 shares of restricted stock may be granted in any calendar year
(subject to adjustment as provided in Section 3.02). The Committee shall
determine the Eligible Grantees to whom and the time or times at which grants of
restricted stock will be made, the number of shares to be awarded, the time or
times within which such Awards may be subject to forfeiture and any other terms
and conditions of the Awards, including restrictions relating to a sale of the
shares following the lapse of the applicable restrictions. The Committee may
condition the grant of restricted stock upon the attainment of specified
performance goals or such other factors or criteria as the Committee shall
determine. The Committee may also grant restricted stock on the condition that
the Grantee make a cash payment to the Company on the date of grant of an amount
not more than the Fair Market Value of the Company Stock on the date of grant.
The provisions of restricted stock Awards need not be the same with respect to
each recipient.

     7.02 Awards and Certificates. Each individual receiving a restricted stock
Award shall be issued a certificate in respect of such shares of restricted
stock. Such certificate shall be registered in the name of such individual and
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Award, substantially in the following form:

          "The transferability of this certificate and the shares of stock
          represented hereby are subject to the terms and conditions (including
          forfeiture) of the APW Ltd. 2002 Stock Incentive Plan and a Restricted
          Stock

                                       -5-

<PAGE>

          Agreement. Copies of such Plan and Agreement are on file at the
          offices of APW Ltd."

The Committee may add such additional legends with respect to the registration
of the shares, as the Committee deems appropriate. The Committee may require
that the certificates evidencing such shares be held in custody by the Company
until the restrictions thereon shall have lapsed and that, as a condition of any
restricted stock Award, the Grantee shall have delivered a stock power, endorsed
in blank, relating to the Company Stock covered by such Award.

      7.03 Terms and Conditions. Shares of restricted stock shall be subject to
the following terms and conditions:


          (a)  Until the applicable restrictions lapse, the Grantee shall not be
               permitted to sell, assign, transfer, pledge or otherwise encumber
               shares of restricted stock.

          (b)  The Grantee shall have, with respect to the shares of restricted
               stock, all of the rights of a stockholder of the Company,
               including the right to vote the shares and the right to receive
               any cash dividends. Unless otherwise determined by the Committee,
               cash dividends shall be automatically paid in cash and dividends
               payable in Company Stock shall be paid in the form of additional
               restricted stock.

          (c)  Except to the extent otherwise provided in the applicable
               Restricted Stock Agreement and (d) below, all shares still
               subject to restriction shall be forfeited by the Grantee upon
               termination of a Grantee's employment or service for any reason.

          (d)  In the event of hardship or other special circumstances of a
               Grantee whose employment or service is involuntarily terminated
               (other than for cause), the Committee may waive in whole or in
               part any or all remaining restrictions with respect to such
               Grantee's shares of restricted stock.

          (e)  If and when the applicable restrictions lapse, unlegended
               certificates for such shares shall be delivered to the Grantee.

          (f)  Each Award shall be confirmed by, and be subject to the terms of,
               a Restricted Stock Agreement.

      7.04 Section 83(b) Election. A Grantee receiving a shares of restricted
stock hereunder may make an election under Section 83(b) of the Code to
recognize taxable income at the time of grant.

VIII. WITHHOLDING TAXES.

      8.01 General Rule. Pursuant to applicable federal and state laws, the
Company is or may be required to collect withholding taxes upon the exercise of
an option or the lapse of stock restrictions. The Company may require, as a
condition to the exercise of an option or the issuance of a stock certificate,
that the Grantee concurrently pay to the Company (either in cash or, at the
request of Grantee but in the discretion of the Committee and subject to such
rules and regulations as the Committee may adopt from time to time, in shares of
Delivered Stock) the entire amount or a portion of any taxes which the Company

                                       -6-

<PAGE>

is required to withhold by reason of such exercise or lapse of restrictions, in
such amount as the Committee or the Company in its discretion may determine.

     8.02  Withholding from Shares to be Issued. In lieu of part or all of any
such payment, the Grantee may elect, subject to such rules and regulations as
the Committee may adopt from time to time, or the Company may require that the
Company withhold from the shares to be issued that number of shares having a
Fair Market Value equal to the amount which the Company is required to withhold.

IX.  GENERAL

     9.01  Nontransferability. No Award shall be transferable by a Grantee
otherwise than by will or the laws of descent and distribution, provided that in
accordance with Internal Revenue Service guidance, the Committee, in its
discretion, may grant nonqualified stock options that are transferable, without
payment of consideration, to family members of the Grantee or to trusts or
partnerships for such family members. The Committee may also amend outstanding
stock options to provide for such transferability.

     9.02  General Restriction. Each Award shall be subject to the requirement
that if at any time the Board or the Committee shall determine, in its
discretion, that the listing, registration, or qualification of securities upon
any securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body (including the Bermuda Monetary
Authority), is necessary or desirable as a condition of, or in connection with,
the granting of such Award or the issue or purchase of securities thereunder,
such Award may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board or the Committee.

     9.03  Expiration and Termination of the Plan. The Plan will terminate ten
(10) years after the effective date of the Plan, except as to Awards then
outstanding under the Plan, which Awards shall remain in effect until they have
been exercised, the restrictions have lapsed or the Awards have expired or been
forfeited. The Plan may be abandoned or terminated at any time by the Board of
Directors of the Company, except with respect to any Awards then outstanding
under the Plan.

     9.04  Amendments. The Board may from time to time amend, modify, suspend or
terminate the Plan; provided, however, that no such action shall be made without
shareholder approval where such change would be required in order to comply with
the Code or any other law. Subject to the terms and conditions and within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
Awards granted under the Plan, accept the surrender of outstanding options (to
the extent not theretofore exercised), reduce the exercise price of outstanding
options, or authorize the granting of new options in substitution therefor (to
the extent not theretofore exercised). Notwithstanding the foregoing, no
modification of an Award (either directly or through modification of the Plan)
shall, without the consent of the Grantee, alter or impair any rights of the
Grantee under the Award.

     9.05  Indemnification. In addition to such other rights of indemnification
as they may have, the members of the Committee and other Company employees
administering the Plan and the Board members 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 Award granted thereunder, and against

                                       -7-

<PAGE>

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, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such member acted in bad faith in the performance of his duties;
provided that within 20 days after institution of any such action, suit or
proceeding, the member shall in writing offer the Company the opportunity, at
its own expense, to handle and defend the same.

     9.06  Construction. Except as otherwise required by applicable federal
laws, the Plan shall be governed by, and construed in accordance with, the laws
of the State of Wisconsin.

                                       -8-