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                                                                    EXHIBIT 10.1

                                 Global Marine
                           2001 Non-Employee Director
                        Stock Option and Incentive Plan

                              SECTION 1 - GENERAL

     1.1  Purpose.   The Global Marine 2001 Non-Employee Director Stock Option
and Incentive Plan (the "Plan") has been established by Global Marine Inc. (the
"Company") to enable the Company to continue to attract and retain persons of
outstanding competence to serve as its non-employee directors and continue to
align the directors' interests with those of its other stockholders by
increasing their proprietary interest in the Company.

     1.2  Participation.   Subject to the terms and conditions of the Plan, the
Administrator will determine and designate from time to time, from among the
Eligible Individuals, those persons to whom one or more Awards under the Plan
will be granted in consideration for their service to the Company, thereby
making such persons "Participants" in the Plan.  At the discretion of the
Administrator, a Participant may be granted any Award permitted under the
provisions of the Plan, and more than one Award may be granted to a Participant.
Awards may be granted as alternatives to or in replacement of awards outstanding
under a plan or arrangement of a business or entity all or part of which is
acquired by the Company or a Related Company.

     1.3  Operation and Administration.   The operation and administration of
the Plan, including the Awards made under the Plan, will be subject to the
provisions of Section 5 (relating to operation and administration).

     1.4  Construction and Definitions.   Where the context admits, words in any
gender will include any other gender, words in the singular will include the
plural, and the plural will include the singular.  Capitalized terms in the Plan
will be defined as set forth in the Plan, including the definition provisions of
Section 2.

                           SECTION 2 - DEFINED TERMS

     For purposes of the Plan, the terms listed below will be defined as
follows:

(a)  1990 Plan.   The term "1990 Plan" has the meaning ascribed to it in
     paragraph (a) of subsection 5.2.

(b)  Administrator.   The term "Administrator" has the meaning ascribed to it in
     subsection 6.1.

(c)  Agreement.   The term "Agreement" has the meaning ascribed to it in
     subsection 5.10.

(d)  Award.   The term "Award" means any award or benefit granted to any
     Participant under
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     the Plan, including without limitation the grant of Options and Stock
     Awards.

(e)  Board.   The term "Board" means the Board of Directors of the Company.

(f)  Company.   The term "Company" has the meaning ascribed to it in subsection
     1.1.

(g)  Effective Date.   The term "Effective Date" has the meaning ascribed to it
     in subsection 5.1.

(h)  Eligible Individual.   The term "Eligible Individual" means any member of
     the Board who is not at the relevant time also an employee of the Company
     or a Related Company.

(i)  Exercise Price.   The term "Exercise Price" has the meaning ascribed to it
     in subsection 3.2.

(j)  Fair Market Value.   For purposes of determining the "Fair Market Value" of
     a share of Stock, the following rules will apply:

     (i)   If the Stock is at the time listed or admitted to trading on any
     stock exchange (including any transaction reporting system), then the "Fair
     Market Value" will be the mean between the lowest and highest reported sale
     prices of the Stock on the date in question as reported by the principal
     exchange on which the Stock is then listed or admitted to trading,
     including "composite" transactions if so reported.  If no reported sale of
     Stock takes place on the date in question, including composite transactions
     if so reported, then the reported closing price of the Stock on the most
     recent date on which a reported sale did take place will be determinative
     of "Fair Market Value."

     (ii)   If the Stock is not at the time listed or admitted to trading on a
     stock exchange, the "Fair Market Value" will be the mean between the lowest
     reported bid price and highest reported asked price of the Stock on the
     date in question in the over-the-counter market, as such prices are
     reported in a publication of general circulation selected by the
     Administrator and regularly reporting the market price of the Stock in such
     market.

     (iii)   If the Stock is not listed or admitted to trading on any stock
     exchange or traded in the over-the-counter market, the "Fair Market Value"
     will be as determined in good faith by the Administrator.

(k)  Option.   The term "Option" has the meaning ascribed to it in paragraph (a)
     of subsection 3.1.

(l)  Participant.   The term "Participant" has the meaning ascribed to it in
     subsection 1.2.

(m)  Plan.   The term "Plan" has the meaning ascribed to it in subsection 1.1.

(n)  Pricing Date.   The term "Pricing Date" has the meaning ascribed to it in
     subsection 3.2.
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(o)  Related Company.   The term "Related Company" means any direct or indirect
     majority-owned subsidiary of the Company (regardless of whether such
     subsidiary is organized as a corporation, partnership, or other entity)
     and, as determined in the discretion of the Administrator, any other
     business venture in which the Company has a significant interest.

(p)  Stock.   The term "Stock" means shares of common stock of the Company.

(q)  Stock Award.   The term "Stock Award" has the meaning ascribed to it in
     subsection 4.1.

                              SECTION 3 - OPTIONS

     3.1  Definition.  The grant of an "Option" entitles the Participant to
purchase shares of Stock at an Exercise Price established by the Administrator.
Options granted pursuant to this Plan are not qualified under Section 422 of the
Internal Revenue Code of 1986, as amended.

     3.2  Exercise Price.   The "Exercise Price" of each Option granted under
this Section 3 will be established by the Administrator or will be determined by
a method established by the Administrator.  The Exercise Price will not be less
than the aggregate Fair Market Value of the shares of Stock subject to the
Option as of the Pricing Date; provided, however, that if receipt of the Option
is conditioned on the Participant electing to forego his or her right to all or
any part of his or her cash retainer or other fees for service as a member of
the Board, the exercise price of the Option will not be less than such Fair
Market Value less the amount of retainer or other fees the Participant has
elected to forego.  For purposes of the preceding sentence, the "Pricing Date"
will be the date on which the Option is granted, except that the Administrator
may provide that the Pricing Date is the date on which the recipient first
becomes an Eligible Individual, if the grant of the Option occurs not more than
90 days after the date the recipient first becomes an Eligible Individual.

     3.3  Exercise.   Each Option will be exercisable in accordance with such
terms and conditions and during such fixed period of time as may be established
by the Administrator; provided, however, that such fixed period of time will end
no later than ten years from the date the Option is granted.

     3.4  Payment of Option Exercise Price.   The payment of the Exercise Price
of an Option granted under this Section 3 will be subject to the following:

(a)  Subject to the following provisions of this subsection 3.4, the full
     Exercise Price for shares of Stock purchased upon the exercise of any
     Option will be paid at the time of such exercise except that, in the case
     of an exercise arrangement approved by the Administrator and described in
     paragraph (c) of this subsection 3.4, payment may be made as soon as
     practicable after the exercise.

(b)  The Exercise Price will be payable in cash or by tendering shares of Stock
     held by the Participant for at least six months (by either actual delivery
     of shares or by attestation,
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     with such shares being valued at Fair Market Value as of the day of
     exercise), excluding any shares deemed unacceptable for any reason by the
     Administrator, or in any combination thereof, as determined by the
     Administrator.

(c)  The Administrator may permit a Participant to elect to pay the Exercise
     Price upon the exercise of an Option by authorizing a third party to sell
     some or all of the shares of Stock acquired upon exercise of an Option and
     remit to the Company a sufficient portion of the sale proceeds to pay the
     entire Exercise Price and tax withholding, if any, resulting from such
     exercise.

     3.5  Settlement of Award.   Distribution following exercise of an Option,
and the shares of Stock distributed pursuant to such exercise, will be subject
to such conditions, restrictions and contingencies as the Administrator may
establish.  The Administrator may in its discretion impose such conditions,
restrictions and contingencies with respect to shares of Stock acquired pursuant
to the exercise of an Option as the Administrator determines to be desirable.

                         SECTION 4 - OTHER STOCK AWARDS

     4.1  Definition.   A "Stock Award" is a grant of shares of Stock or of a
right to receive shares of Stock, or their cash equivalent or a combination of
both, in the future.

     4.2  Restrictions on Stock Awards.   Each Stock Award will be subject to
such terms and conditions, restrictions and contingencies, if any, as the
Administrator shall determine. Restrictions and contingencies limiting the right
to receive shares of Stock, or their cash equivalent or a combination of both,
in the future pursuant to a Stock Award will limit such right for a minimum of
three years from the date such Stock Award is granted or be based on the
achievement of single or multiple performance goals over a period ending at
least one year from the date such Stock Award is granted.  Such restrictions
and/or contingencies may terminate or be subject to termination before the
passage of the period or periods of time designated and/or the achievement of
such performance goals only in the event of the death, disability, or retirement
from or other non-cause termination of service as a member of the Board of the
holder of such Stock Award, or in the event of a change of control, as defined
in the terms of such Stock Award, of the Company.  The performance goals may be
cumulative, annual or end-of-performance period goals, may be relative to a peer
group or based on increases or changes relative to stated values, and may be
based on such measure or measures as the Administrator may establish.  Any
unrestricted grant of shares of Stock pursuant to a Stock Award will be made
only in lieu of cash retainer or other fees for service as a member of the Board
that otherwise would be payable by the Company or a Related Company.

                    SECTION 5 - OPERATION AND ADMINISTRATION

     5.1  Effective Date and Duration.   Subject to its approval by the
stockholders of the Company at the Company's 2001 annual meeting of
stockholders, the Plan will be effective as of May 17, 2001 (the "Effective
Date").  The Plan will be unlimited in duration and, in the event of Plan
termination, will remain in effect as long as any Awards under it are
outstanding.
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    5.2  Shares Subject to Plan.

(a) (i)   Subject to the following provisions of this subsection 5.2, the
          maximum number of shares of Stock that may be delivered to
          Participants and their beneficiaries under the Plan will be equal to
          the sum of: (I) 750,000 shares of Stock; (II) any shares of Stock
          available for future awards under the Global Marine Inc. 1990 Non-
          Employee Director Stock Option Plan (the "1990 Plan") as of the date
          of its termination; and (III) any shares of Stock represented by
          awards granted under the 1990 Plan that are forfeited, expire or are
          canceled without delivery of shares of Stock or which result in the
          forfeiture of shares of Stock back to the Company.

    (ii)  Any shares of Stock granted under the Plan that are forfeited because
          of the failure to meet an Award contingency or condition will again be
          available for delivery pursuant to new Awards granted under the Plan.
          To the extent any shares of Stock covered by an Award are not
          delivered to a Participant or beneficiary because the Award is
          forfeited or canceled, or the shares of Stock are not delivered
          because the Award is settled in cash, such shares will not be deemed
          to have been delivered for purposes of determining the maximum number
          of shares of Stock available for delivery under the Plan.

    (iii) If the Exercise Price or other purchase price of any stock option
          or other award granted under the Plan or the 1990 Plan is satisfied by
          tendering shares of Stock to the Company by either actual delivery or
          by attestation, or if the tax withholding obligation, if any,
          resulting from the settlement of any such option or other award is
          satisfied by tendering or withholding shares of Stock, only the number
          of shares of Stock issued net of the shares of Stock tendered or
          withheld will be deemed delivered for purposes of determining the
          maximum number of shares of Stock available for delivery under the
          Plan.

     (iv) Shares of Stock delivered under the Plan in settlement, assumption or
          substitution of outstanding awards or obligations to grant future
          awards under the plans or arrangements of another entity will not
          reduce the maximum number of shares of Stock available for delivery
          under the Plan, to the extent that such settlement, assumption or
          substitution is a result of the Company or a Related Company acquiring
          another entity or an interest in another entity.

(b)  Subject to paragraph (c) of this subsection 5.2, the following additional
     maximums are imposed under the Plan.

     (i)  The maximum number of shares of Stock that may be issued in
          conjunction with Awards granted pursuant to Section 4 (relating to
          Stock Awards), other than Awards that Participants have elected to
          receive in lieu of cash retainer or other fees for service as members
          of the Board, shall be 375,000 shares.  In the event of an increase in
          the number of shares authorized in clause I in paragraph 5.2(a)(i) to
          be delivered under this Plan, said limitation will be increased
          proportionately.
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     (ii) The maximum number of shares of Stock that may be covered by Awards
          granted to any one individual during any calendar year pursuant to
          this Plan, other than Awards that a Participant has elected to receive
          in lieu of cash retainer or other fees for service as a member of the
          Board, will be 30,000 shares.  In the event of an increase in the
          number of shares authorized in clause I in paragraph 5.2(a)(i) to be
          delivered under this Plan, said limitation will be increased
          proportionately.

(c)  If the outstanding securities of the class then subject to this Plan are
     increased, decreased, or exchanged for or converted into cash, property, or
     a different number or kind of shares or securities, or if cash, property,
     or shares or securities are distributed in respect of such outstanding
     securities, in either case as a result of a reorganization,
     reclassification, merger or other business combination, dividend (other
     than a regular, quarterly cash dividend), or other distribution, stock
     split, reverse stock split, spin-off, or the like, or if substantially all
     of the property and assets of the Company are sold, then, unless the terms
     of such transaction provide otherwise, (a) the maximum number and type of
     shares or other securities that may be issued under this Plan will be
     appropriately and proportionately adjusted, and (b) the number and type of
     shares or other securities or cash or other property that may be acquired
     pursuant to Options and Stock Awards theretofore awarded under this Plan
     and the exercise price of such Options or price, if any, of such Stock
     Awards will be appropriately and proportionately adjusted.  The
     Administrator will determine in its sole discretion the appropriate
     adjustments to be effected pursuant to the immediately preceding sentence.
     No right to purchase or receive fractional shares will result from any
     adjustment pursuant to this paragraph (c) of subsection 5.2.  In case of
     any such adjustment, the shares subject to the Option or Stock Award will
     be rounded up to the nearest whole share.

     5.3. Limit on Distribution.   Distribution of shares of Stock or other
amounts under the Plan will be subject to the following:

(a)  Notwithstanding any other provision of the Plan, the Company will have no
     liability to deliver any shares of Stock under the Plan or make any other
     distribution of benefits under the Plan unless such delivery or
     distribution would comply with all applicable laws (including without
     limitation the requirements of the Securities Act of 1933) and the
     applicable requirements of any securities exchange or similar entity.

(b)  To the extent the Plan provides for the issuance of stock certificates to
     reflect the issuance of shares of Stock, the issuance may be effected on a
     non-certificated basis to the extent not prohibited by applicable law or
     the applicable rules of any stock exchange.

     5.4  Taxes.  Whenever the Company proposes or is required to distribute
Stock under the Plan, the Company may require the recipient to remit to the
Company or the Company or any Related Company may withhold from any payments due
or becoming due to the recipient an amount sufficient to satisfy applicable
Federal, state and local minimum statutory tax withholding requirements, if any,
prior to the delivery of any certificate for such shares;
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provided, however, that, in the discretion of the Administrator, the Company may
withhold from the shares to be delivered shares with a Fair Market Value
sufficient to satisfy all or a portion of such tax withholding requirements, or
the Company may accept delivery of shares of Stock with a Fair Market Value
sufficient to satisfy all or a portion of such tax withholding requirement,
excluding any shares deemed unacceptable for any reason by the Administrator.
Whenever under the Plan payments are to be made to a Participant or beneficiary
in cash, such payments may be net of an amount sufficient to satisfy any
Federal, state and local tax withholding requirements. The Company and any
affiliate will not be liable to a Participant or any other persons as to any tax
consequence expected, but not realized, by any Participant or other person due
to the receipt or exercise of any Award.

     5.5  Shares as Payment.  Subject to the overall limitation on the number of
shares of Stock that may be delivered under the Plan, the Administrator may use
available shares of Stock, valued at their Fair Market Value, as the form of
payment for any compensation, grants or rights earned or due under any other
compensation plans or arrangements of the Company or a Related Company.

     5.6  Dividends and Dividend Equivalents.   A Stock Award may provide the
Participant with the right to receive dividends or dividend equivalent payments
with respect to Stock, which may be paid currently, credited to an account for
the Participant or reinvested in shares of Stock credited to an account for the
Participant, and which may be settled in cash or Stock, as determined by the
Administrator.  Any such settlements, and any such crediting of dividends or
dividend equivalents or reinvestment in shares of Stock, may be subject to such
conditions, restrictions and contingencies as the Administrator shall establish,
including the reinvestment of such credited amounts in Stock equivalents.

     5.7  Payments.   Awards may be settled through cash payments, the delivery
of shares of Stock, the granting of replacement Awards, or a combination thereof
as the Administrator shall determine.  Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Administrator shall determine.  The Administrator may permit or require the
deferral of any Award payment, subject to such rules and procedures as it may
establish, which may include provisions for the payment or crediting of interest
or dividend equivalents, including converting such credits into deferred Stock
equivalents.

     5.8  Transferability.   Except as otherwise provided by the Administrator,
Awards under the Plan are not transferable except as designated by the
Participant by will or by applicable laws of descent and distribution.

     5.9  Form and Time of Elections.   Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, will be in writing and filed with the Administrator at such
times, in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Administrator shall require.
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     5.10 Agreement With Company.   At the time of an Award to a Participant
under the Plan, the Administrator may require a Participant to enter into an
agreement with the Company (the "Agreement") in a form specified by the
Administrator, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions not inconsistent with the Plan as the
Administrator may prescribe in its sole discretion.

     5.11 Limitation of Implied Rights.

(a)  Neither a Participant nor any other person shall by reason of the Plan
     acquire any right in or title to any assets, funds or property of the
     Company or any Related Company whatsoever, including without limitation any
     specific funds, assets, or other property which the Company or any Related
     Company, in their sole discretion, may set aside in anticipation of a
     liability under the Plan.  A Participant will have only a contractual right
     to the stock or amounts, if any, payable under the Plan, unsecured by any
     assets of the Company or any Related Company.  Nothing contained in the
     Plan will constitute a guarantee that the assets of such companies will be
     sufficient to pay any benefits to any person.

(b)  The Plan does not constitute a contract for services as a member of the
     Board, and selection as a Participant and/or the grant or an Award will not
     give anyone the right to be retained as a member of the Board, the right to
     receive any future Award under the Plan, or any right or claim to any
     benefit under the Plan, unless such right or claim has specifically accrued
     under the terms of the Plan.  Except as otherwise provided in the Plan, no
     Award under the Plan will confer upon the holder thereof any right as a
     stockholder of the Company prior to the date on which the individual
     fulfills all conditions for receipt of such right.

     5.12 Evidence.   Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent, reliable, and signed, made or presented by the proper
party or parties.

     5.13 Action by Company or Related Company.   Any action required or
permitted to be taken by the Company or any Related Company will be by
resolution of its board of directors, or by action of one or more members of its
board (including a committee of the board) who are duly authorized to act for
the board, or, except to the extent prohibited by applicable law or applicable
rules of any stock exchange, by a duly authorized officer of such company.

     5.14 Separate Fund.   Neither the Company, the Board or the Administrator
has any obligation to create a separate fund for the performance of any cash
payment obligation under the Plan, but any or all of them may, at their own
discretion, create trust funds or similar arrangements for such purpose.

     5.15 Pooling of Interests Accounting.   The Administrator may, in its sole
and absolute discretion, declare inoperative anything in this Plan or in the
terms, conditions, restrictions or contingencies pertaining to any Award,
including any outstanding Award, that adversely affects
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pooling of interests accounting.

                           SECTION 6 - ADMINISTRATOR

     6.1  Administration.   The authority to control and manage the operation
and administration of the Plan will be vested in a committee selected by the
Board and consisting of two or more members of the Board who are not employees
of the Company or a Related Company (the "Administrator") in accordance with
this Section 6.

     6.2 Powers of Administrator. The authority to manage and control the
operation and administration of the Plan will be vested in the Administrator,
subject to the following:

(a)  Subject to the provisions of the Plan, the Administrator will have the
     authority and discretion to select from among the Eligible Individuals
     those persons who will receive Awards, to determine the time or times of
     receipt, to determine the types of Awards and the number of shares covered
     by the Awards or the formula pursuant to which such number will be
     determined, to establish the terms, conditions, performance criteria,
     restrictions, and other provisions of the Awards, and, subject to the same
     restrictions imposed upon the Board by Section 7, to cancel or suspend
     Awards; provided, however, that the cancellation of any Award and
     reissuance with a lower exercise or purchase price, as well as the
     reduction of the exercise or purchase price of any Award, in the absence of
     proper approval by the Company's stockholders are expressly prohibited,
     except adjustments permitted by paragraph (c) of subsection 5.2.  In making
     Award determinations, the Administrator may take into account the nature of
     services rendered by the individual, the individual's present and potential
     contribution to the Company's success, and such other factors as the
     Administrator deems relevant.

(b)  The Administrator will have the authority and discretion to interpret the
     Plan, to establish and rescind any rules and regulations relating to the
     Plan, to determine the terms and provisions of any agreements made pursuant
     to the Plan, and to make all other determinations that may be necessary or
     advisable for the administration of the Plan.

(c)  Any interpretation of the Plan by the Administrator and any decision made
     by it under the Plan is conclusive, final and binding.

(d)  At its discretion, the Administrator may terminate or suspend the granting
     of Awards under the Plan at any time or from time to time.

(e)  The Administrator will maintain and keep adequate records concerning the
     Plan and concerning its proceedings and acts in such form and detail as the
     Administrator may decide.

     6.3  Delegation by Administrator.   Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Administrator
may allocate all or any part of its responsibilities and powers to any one or
more of its members and may delegate all or any part of
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its responsibilities and powers to any person or persons selected by it. Any
such allocation or delegation may be revoked by the Administrator at any time.

     6.4  Information to be Furnished to Administrator.   The Company and the
Related Companies will furnish the Administrator with such data and information
as may be required for it to discharge its duties.  The records of the Company
and Related Companies as to the provision of services by a member of the Board,
cessation of the provision of services, and compensation will be conclusive on
all persons unless determined to be incorrect.  Participants and other persons
entitled to benefits under the Plan must furnish the Administrator such
evidence, data or information as the Administrator considers desirable to carry
out the terms of the Plan.

     6.5  Duplicated Signatures.   At its discretion, the Administrator may
accept a duplicated signature on any document, whether faxed, photocopied or
otherwise duplicated, which will be effective to the same extent as an original
signature unless there is a showing of fraud or other wrongdoing, the burden of
making such showing being on the person asserting such fraud or wrongdoing.

                     SECTION 7 - AMENDMENT AND TERMINATION

     The Board may at any time amend, suspend or terminate the Plan, provided
that, subject to subsection 5.2 (relating to certain adjustments to shares), no
amendment, suspension or termination may (a) in the absence of written consent
to the change by the affected Participant (or, if the Participant is not then
living, the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any Award granted under the Plan prior to the
date such amendment is adopted by the Board or the date of such suspension or
termination, or (b) in the absence of proper approval by the Company's
stockholders, change the minimum Option Exercise Price set forth in subsection
3.2, materially increase the share limitations set forth in subsection 5.2,
change the requirement that the Administrator be a committee whose members are
not employees of the Company or a Related Company set forth in subsection 6.1,
change the prohibition of canceling Awards and reissuing them with a lower
exercise or purchase price and of reducing the exercise or purchase price of
Awards set forth in paragraph (a) of subsection 6.2, or effect any change for
which approval by the Company's stockholders is required by applicable law.