Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    2001
      STOCK OPTION PLAN

    


    


    MC
      SHIPPING INC

    2001
      STOCK OPTION PLAN RULES

    


    
      	
              1.

            	
              Purpose.  The
                purpose of the MC Shipping Inc. 2001 Stock Option Plan (the “Plan”) is to
                further and promote the interests of MC Shipping Inc. (the “Company”), its
                Subsidiaries (as defined below) and its shareholders by enabling
                the
                Company and its Subsidiaries to attract, retain and motivate employees
                or
                those who may become employees, and to align the interests of those
                individuals and the Company’s
                shareholders.

            


    

    


    
      	
              2.

            	
              Certain
                Definitions.  For
                purposes of the Plan, the following terms shall have the meanings
                set
                forth below:

            


    

    


    
      	 	
              2.1.

            	
              “Award
                Agreement”
                shall mean the agreement executed by a Participant pursuant to
                Sections 3.2 and 10.4 of the Plan in connection with the
                granting of a Stock Option.

            


    

    


    
      	 	
              2.2.

            	
              “Board” shall
                mean the Board of Directors of the Company, as constituted from time
                to
                time.

            


    

    


    
      	 	
              2.3.

            	
              “Committee” shall
                mean the committee established from time to time in the sole discretion
                of
                the Board to administer the Plan, as described in Section 3 of the
                Plan.

            


    

    


    
      	 	
              2.4.

            	
              “Common
                Stock” shall
                mean the Common Stock, par value $.01 per share, of the Company or
                any security of the Company issued by the Company in substitution
                or
                exchange therefore.

            


    

    


    
      	 	
              2.5.

            	
              “Company” shall
                mean MC Shipping Inc a Liberian corporation, or any successor corporation
                to MC Shipping Inc.

            


    

    


    
      	 	
              2.6.

            	
              “Participant” shall
                mean any individual who is selected from time to time under Section 5
                to receive a Stock Option under the
                Plan.

            


    

    


    
      	 	
              2.7.

            	
              “Plan” shall
                mean the MC Shipping Inc. 2001 Stock Option Plan, as set forth herein
                and
                as in effect and as amended from time to time (together with any
                rules and
                regulations promulgated by the Committee with respect
                thereto).

            


    

    


    
      	 	
              2.8.

            	
              “Stock
                Option” shall
                mean an award granted to a Participant pursuant to Section 6 of the
                Plan.

            


    

    


    
      	 	
              2.9.

            	
              “Subsidiary(ies)”
                shall mean any corporation (other than the Company), partnership
                or
                limited liability company in an unbroken chain of entities, including
                and
                beginning with the Company, if each such entities, other than the
                last
                entity in the unbroken chain, owns, directly or indirectly, more
                than
                fifty percent (50%) of the voting stock, partnership or membership
                interests in one of the other entities in such
                chain.

            


    

    


    
      	
              3.

            	
              Administration.

            


    

    


    
      	 	
              3.1.

            	
              General.
                The
                Plan shall be administered by the Committee.  The Committee
                shall appoint a Plan Administrator, who shall be responsible for
                maintaining all records in connection with the Stock Option Plan,
                and for
                supervising and coordinating all aspects relating to the exercise
                of any
                option.

            


    


    
      
        
        

      

      
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              3.2.

            	
              Plan
                Administration and Plan Rules.  The
                Committee is authorized to construe and interpret the Plan and to
                promulgate, amend and rescind rules and regulations relating to the
                implementation and administration of the Plan. Subject to the terms
                and
                conditions of the Plan, the Committee shall make all determinations
                necessary or advisable for the implementation and administration
                of the
                Plan including, without limitation, (a) selecting the Plan’s
                Participants, (b) granting Stock Options in such amounts and form as
                the Committee shall determine, (c) imposing such restrictions, terms
                and conditions upon such Stock Options as the Committee shall deem
                appropriate, and (d) correcting any technical defect(s) or technical
                omission(s), or reconciling any technical inconsistency(ies), in
                the Plan
                and any Award Agreement. The Committee may designate persons other
                than
                members of the Committee to carry out the day-to-day ministerial
                administration of the Plan under such conditions and limitations
                as it may
                prescribe, except that the Committee shall not delegate its authority
                with
                regard to the selection for participation in the Plan and/or the
                granting
                of any Stock Options to Participants. The Committee’s determinations under
                the Plan need not be uniform and may be made selectively among
                Participants, whether or not such Participants are similarly situated.
                Any
                determination, decision or action of the Committee in connection
                with the
                construction, interpretation, administration, or implementation of
                the
                Plan shall be final, conclusive and binding upon all Participants
                and any
                person(s) claiming under or through any Participants. The Company
                shall
                effect the granting of Stock Options under the Plan, in accordance
                with
                the determinations made by the Committee, by execution of written
                agreements and/or other instruments in such form as is approved by
                the
                Committee.

            


    

    


    
      	
              4.

            	
              Term
                of Plan/Common Stock Subject to
                Plan.

            


    

    


    
      	 	
              4.1.

            	
              Term.  The
                Plan shall terminate on June 20, 2011, except with respect to Stock
                Options then outstanding. After such date no further Stock Options
                shall
                be granted under the Plan.

            


    

    


    
      	 	
              4.2.

            	
              Common
                Stock.  The
                maximum number of shares of Common Stock in respect of which Stock
                Options
                may be granted under the Plan, subject to adjustment as provided
                in
                Section 8.2 of the Plan, shall not exceed 407,871 shares of Common
                Stock (representing 5% of the outstanding share capital of the
                Company).
                Common
                Stock which may be issued under the Plan may be either authorized
                and
                unissued shares or issued shares which have been reacquired by the
                Company
                and which are being held as treasury shares. No fractional shares
                of
                Common Stock shall be issued under the Plan. If any Stock Options
                expire
                unexercised or are forfeited, surrendered, canceled, terminated or
                settled
                in cash in lieu of Common Stock, the shares of Common Stock which
                were
                therefore subject (or potentially subject) to such Stock Options
                shall
                again be available for grants of Stock Options under the Plan to
                the
                extent of such expiration, forfeiture, surrender, cancellation,
                termination or settlement.

            


    

    


    
      	
              5.

            	
              Eligibility.

            


    

    


    Individuals
      eligible for Stock Options under the Plan shall be determined by the Committee
      in its sole discretion and shall be limited to employees of the Company and
      its
      Subsidiaries, and persons who may become such employees.

    


    
      	
              6.

            	
              Stock
                Options.

            


    

    


    
      	 	
              6.1.

            	
              Terms
                and Conditions.  Stock
                Options granted under the Plan shall be in respect of Common Stock.
                Such
                Stock Options shall be subject to the terms and conditions set forth
                in
                this Section 6 and to any additional terms and conditions, not
                inconsistent with the express terms and provisions of the Plan, as
                the
                Committee shall set forth in the relevant Award
                Agreement.

            


    

    


    
      	 	
              6.2.

            	
              Grant.  Stock
                Options may be granted under the Plan in such form as the Committee
                may
                from time to time approve. The first grant of options has been made
                as of
                June 20th,
                2001.

            


    


    
      
        
        

      

      
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              6.3.

            	
              Exercise
                Price.  The
                exercise price per share of Common Stock subject to a Stock Option
                shall
                be the average of the closing stock price for the ten business days
                prior
                to the date the options were
                granted.

            


    

    


    
      	 	
              6.4.

            	
              Term.  Vested
                options are exercisable for a period of ten years from
                June 20th, 2001.

            


    

    


    
      	 	
              6.5.

            	
              Vesting.  Options
                granted under the scheme will vest to the holders at the rate of
                100%,
                commencing the day after the granting of the Option.
                

            


    

    


    
      	 	
              6.6.

            	
              Method
                of Exercise.  A
                Stock Option may be exercised, in whole or in part, by giving written
                notice of exercise to the Stock Option Plan Administrator specifying
                the
                number of shares to be purchased. Such notice shall be accompanied
                by
                payment in full of the exercise price in cash, by certified check,
                bank
                draft or money order payable to the order of the Company, or if permitted
                by the Committee, in its sole discretion, by delivery of shares of
                Common
                Stock already owned by the Participant for at least six (6) months,
                or by such other form of payment as shall be acceptable to the Committee.
                Payment instruments shall be received by the Company subject to
                collection. The proceeds received by the Company upon exercise of
                any
                Stock Option may be used by the Company for general corporate purposes.
                Any portion of a Stock Option that is exercised may not be exercised
                again.

            


    

    


    
      	
              7.

            	
              Non-transferability
                of Stock Options.

            


    

    


    Unless
      otherwise provided in a Participant’s Award Agreement, no Stock Option under the
      Plan or any Award Agreement, and no rights or interests herein or therein,
      shall
      or may be assigned, transferred, sold, exchanged, encumbered, pledged, or
      otherwise hypothecated or disposed of by a Participant or any beneficiary(ies)
      of any Participant, except by testamentary disposition by a Participant or
      pursuant to the laws of intestate succession. No such interest shall be subject
      to execution, attachment or similar legal process, including, without
      limitation, seizure for the payment of a Participant’s debts, judgments,
      alimony, or separate maintenance. Unless otherwise provided in a Participant’s
      Award Agreement, during the lifetime of the Participant Stock Options are
      exercisable only by the Participant.

    


    
      	
              8.

            	
              Changes
                in Capitalization and Other
                Matters.

            


    

    


    
      	 	
              8.1.

            	
              No
                Corporate Action Restriction.  The
                existence of the Plan, any Award Agreement and/or the Stock Options
                granted hereunder shall not limit, affect or restrict in any way
                the right
                or power of the Board to make or authorize (a) adjustment,
                recapitalization, reorganization or other change in the Company’s or any
                Subsidiary’s capital structure or its business, (b) any merger,
                consolidation or change in the ownership of the Company or any Subsidiary,
                (c) any issue of bonds, debentures, capital, preferred or prior
                preference stocks ahead of or affecting the Company’s or any Subsidiary’s
                capital stock or the rights thereof, (d) any dissolution or
                liquidation of the Company or any Subsidiary, (e) any sale or
                transfer of all or any part of the Company’s or any Subsidiary’s assets or
                business, or (f) any other corporate act or proceeding by the Company
                or any Subsidiary. No Participant, beneficiary or any other person
                shall
                have any claim against any member of the Board, the Committee, the
                Company
                or any Subsidiary, or any employees, officers, shareholders or agents
                of
                the Company or any Subsidiary, as a result of any such
                action.

            


    

    


    
      	 	
              8.2.

            	
              Changes
                in Capital Structure.  Stock
                Options granted under the Plan and any agreements evidencing such
                Stock
                Options and the maximum number of shares of Common Stock subject
                to all
                Stock Options stated in Section 4.2 shall be subject to adjustment or
                substitution, as determined by the Committee in its sole discretion,
                as to
                the number, price or kind of a share of stock or other consideration
                subject to such Stock Options or as otherwise determined by the Committee
                to be equitable (a) in the event of changes in the outstanding stock
                or in the capital structure of the Company by reason of stock or
                extraordinary cash dividends, stock splits, reverse stock splits,
                recapitalizations, reorganizations, mergers, consolidations, combinations,
                exchanges, or other relevant changes in capitalization occurring
                after the
                date of grant of any such Stock Option or (b) in the event of any
                change in applicable laws or any change in circumstances which results
                in
                or would result in any substantial dilution or enlargement of the
                rights
                granted to, or available for, Participants, or which otherwise warrants
                equitable adjustment because it interferes with the intended operation
                of
                the Plan. The Company shall give each Participant notice of an adjustment
                hereunder and, upon notice, such adjustment shall be conclusive and
                binding for all purposes.

            


    


    
      
        
        

      

      
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    Notwithstanding
      the above, in the event of any of the following,

    
      	 	
              (i)

            	
              The
                Company is merged or consolidated with another corporation or
                entity;

            


    

    
      	 	
              (ii)

            	
              All
                or substantially all of the assets of the Company are acquired by
                another
                person;

            


    

    
      	 	
              (iii)

            	
              The
                reorganization or liquidation of the Company;
                or

            


    

    
      	 	
              (iv)

            	
              The
                Company entering into a written agreement to undergo an event described
                in
                clauses (i), (ii) or (iii)
                above,

            


    

    Then
      the
      Committee may, it its discretion, cancel any or all outstanding Stock Options
      (whether or not vested) and cause the holders thereof to be paid, in cash or
      stock (including any stock of a successor or acquirer), or any combination
      thereof, the value of such Stock Options, based upon the excess of the fair
      market value, as determined by the Committee in good faith, of a share of Common
      Stock over the exercise price.

    In
      the
      event of notice of winding up of the company, option-holders shall have the
      right to exercise their options. Such right shall include options which have
      not
      been vested at the date of the notice of winding up.

    


    
      	
              9.

            	
              Amendment,
                Suspension and
                Termination.

            


    

    


    
      	 	
              9.1.

            	
              In
                General.  The
                Board may suspend or terminate the Plan (or any portion thereof)
                at
                anytime and may amend the Plan at anytime and from time to time in
                such
                respects as the Board may deem advisable or in the best interests
                of the
                Company or any Subsidiary; provided,
                however,
                that no such amendment may increase the number of shares of Common
                Stock
                available for Stock Options under Section 4.2. In addition, no such
                amendment, suspension or termination shall materially and adversely
                affect
                the rights of any Participant under any outstanding Stock Options,
                without
                the consent of such Participant.

            


    

    


    
      	 	
              9.2.

            	
              Award
                Agreement Modifications.  The
                Committee may, in its sole discretion, amend or modify at any time
                and
                from time to time the restrictions, terms and conditions of any
                outstanding Stock Option in any manner to the extent that the Committee
                under the Plan or any Award Agreement could have initially established
                the
                restrictions, terms and conditions of such Stock Option. No such
                amendment
                or modification shall, however, materially and adversely affect the
                rights
                of any Participant under any such Stock Option without the consent
                of such
                Participant.

            


    

    


    
      	
              10.

            	
              Miscellaneous.

            


    

    


    
      	 	
              10.1.

            	
              Taxation.  It
                is the responsibility of each individual who is subject to a stock
                option
                award to make the appropriate declarations and arrangements within
                their
                own tax jurisdictions. The Company shall have the right to deduct
                from any
                payment or settlement under the Plan, including, without limitation,
                the
                exercise of any Stock Option, any federal, state, local foreign or
                other
                taxes of any kind which the Committee, in its sole discretion, deems
                necessary to be withheld to comply with any applicable law, rule
                or
                regulation. In addition, the Company shall have the right to require
                payment from a Participant to cover any applicable withholding or
                other
                employment taxes due upon any payment or settlement under the
                Plan.

            


    

    


    
      	 	
              10.2.

            	
              No
                Right to Employment.  Neither
                the adoption of the Plan, the granting of any Stock Option, nor the
                execution of any Award Agreement, shall confer upon any employee
                of the
                Company or any Subsidiary any right to continued employment with
                the
                Company or any Subsidiary, as the case may be, nor shall it interfere
                in
                any way with the right, if any, of the Company or any Subsidiary
                to
                terminate the employment of any employee at any time for any reason,
                even
                if such termination adversely affects such Participant’s Stock
                Options.

            


    


    
      
        
        

      

      
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              10.3.

            	
              Listing
                Registration and Other Legal Compliance.  No
                Stock Options or shares of the Common Stock shall be required to
                be issued
                or granted under the Plan or any Award Agreement unless legal counsel
                for
                the Company shall be satisfied that such issuance or grant will be
                in
                compliance with all applicable securities laws and regulations and
                any
                other applicable laws or regulations. The Committee may require,
                as a
                condition of any payment or share issuance, that certain agreements,
                undertakings, representations, certificates, and/or information,
                as the
                Committee may deem necessary or advisable, be executed or provided
                to the
                company to assure compliance with all such applicable laws or regulations.
                Certificates for shares of Common Stock delivered under the Plan
                may bear
                appropriate legends and may be subject to such stock-transfer orders
                and
                such other restrictions as the Committee may deem advisable under
                the
                rules, regulations, or other requirements of the Securities and Exchange
                Commission, any stock exchange upon which the Common Stock is listed,
                and
                any applicable securities law. In addition, if, at anytime specified
                herein (or in any Award Agreement or otherwise) for (a) the granting
                of any Stock Option, or the making of any determination, (b) the
                issuance or other distribution of Common Stock, or (c) the payment of
                amounts to or though a Participant with respect to any Stock Option,
                any
                law, rule, regulation or other requirement of any governmental authority
                or agency shall require either the Company, any Subsidiary or any
                Participant (or any estate, designated beneficiary or other legal
                representative thereof) to take any action in connection with any
                such
                determination, any such shares to be issued or distributed, any such
                payment, or the making of any such determination, as the case may
                be,
                shall be deferred until such required action is taken. Options may
                not be
                granted or exercised during the four-week period immediately prior
                to the
                publication of interim or final results for the Company. Where, for
                whatsoever reason, stock exchange restrictions have been imposed
                on the
                Company’s shares, no options maybe granted or exercised for a period of
                four weeks following the removal of such
                restrictions.

            


    

    


    
      	 	
              10.4.

            	
              Award
                Agreements.  Each
                Participant receiving a Stock Option under the Plan shall enter into
                an
                Award Agreement with the Company in a form specified by the Committee.
                Each such Participant shall agree to the restrictions, terms and
                conditions of the award set forth therein and in the
                Plan.

            


    

    


    
      	 	
              10.5.

            	
              Designation
                of Beneficiary.  Each
                Participant to whom a Stock Option has been granted under the Plan
                may
                designate a beneficiary or beneficiaries to exercise any Stock Option
                or
                to receive any payment which under the terms of the Plan and relevant
                Stock Option Agreement may become exercisable or payable on or after
                the
                Participant’s death. At any time, and from time to time, any such
                designation may be changed or cancelled by the Participant without
                the
                consent of any such beneficiary. Any such designation, change or
                cancellation must be on a form provided for that purpose by the Committee
                and shall not be effective until received by the Committee. If no
                beneficiary has been designated by a deceased Participant, or if
                the
                designated beneficiaries have predeceased the Participant, the beneficiary
                shall be the Participant’s estate. If the Participant designates more than
                one beneficiary, any payments under the Plan to such beneficiaries
                shall
                be made in equal shares unless the Participant has expressly designated
                otherwise, in which case the payments shall be made in the shares
                designated by the Participant. Where there is a death in service
                by a
                holder of vested options the deceased’s executors, or such designated
                person, have twelve months in which to exercise these options. In
                addition, where death occurs during an option-vesting period, options
                will
                vest to the deceased pro rata to the proportion of the vesting period
                which has elapsed down to the date of
                death.

            


    

    


    
      	 	
              10.6.

            	
              Departure.  Where
                through injury, ill health or disability, redundancy, or retirement
                an
                option holder’s employment with the company ceases, that person shall have
                a period of six months from departure in which to exercise the options.
                In
                the case of departure for other reasons, subject to the discretion
                of the
                Remuneration Committee, options not vested will lose their validity
                upon
                departure, and options already vested must be exercised on or before
                departure. Similarly, subject to the discretion of the Remuneration
                Committee, where an employee is dismissed for cause, he will lose
                the
                right to all options, vested or
                otherwise.

            


    


    
      
        
        

      

      
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              10.7.

            	
              Governing
                Law.  The
                Plan and all actions taken thereunder shall be governed by and construed
                in accordance with the laws of Liberia, without reference to the
                principles of conflict of laws thereof. Any titles and headings herein
                are
                for reference purposes only, and shall in no way limit, define or
                otherwise affect the meaning, construction or interpretation of any
                provisions of the Plan.

            


    

    


    
      	 	
              10.8.

            	
              Effective
                Date.  The
                Plan shall be effective as of the date of its approval by the Board,
                subject to the approval of the Plan by the Company’s shareholders. If such
                approval is not obtained, this Plan and any Awards granted under
                the Plan
                shall be null and void and of no force and
                effect.

            


    

    


    IN
      WITNESS WHEREOF, this Plan is adopted by the Company on this 20th day
      of June 2001.

    MC
      SHIPPING INC

    


     

    
      	 	
              By

            	
              :  Mauro
                Terrevazzi

            


    

    
      	 	
              Title

            	
              :  Chairman
                and Chief Executive Officer

            


    

     

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