<PAGE>

                                                                    EXHIBIT 10.1

                               GS TELECOM LIMITED

                              STOCK INCENTIVE PLAN


      1.  PURPOSE. The purpose of the Stock Incentive Plan (the "Plan") is to
aid the Company in attracting, retaining and motivating officers, key employees,
consultants and directors by providing them with incentives for making
significant contributions to the growth and profitability of the Company. The
Plan is designed to accomplish this goal by offering stock options and other
incentive awards, thereby providing Participants with a proprietary interest in
the growth, profitability and success of the Company.

      2.  DEFINITIONS.

      (a) AWARD. Any form of stock option, stock appreciation right, stock or
cash award granted under the Plan, whether granted singly, in combination or in
tandem, pursuant to such terms, conditions and limitations as the Committee may
establish in order to fulfill the objectives, and in accordance with the terms
and conditions, of the Plan.

      (b) AWARD AGREEMENT. An agreement between the Company and a Participant
setting forth the terms, conditions and limitations applicable to an Award.

      (c) BOARD. The Board of Directors of GS Telecom Limited.

      (d) CODE. The Internal Revenue Code of 1986, as amended from time to time.

      (e) COMMITTEE. Such committee of the Board as may be designated from time
to time by the Board to administer the Plan or any subplan under the Plan. Any
such committee shall consist of not less than two members of the Board who are
not officers or employees of the Company.

      (f) COMPANY. GS Telecom Limited and its direct and indirect subsidiaries.

      (g) EXCHANGE ACT. The Securities Exchange Act of 1934, as amended.

      (h) FAIR MARKET VALUE. If the Stock is listed on the New York Stock
Exchange (or other national exchange), the average of the high and low sale
prices as reported on the New York Stock Exchange (or such other exchange) or,
if the Stock is not listed on a national exchange, the closing price of the
Stock in the over-the-counter market, as reported by the National Association of
Securities Dealers through its Automated Quotation System or otherwise, in
either case for the date in question, PROVIDED that if no transactions in the
Stock are reported for that date, the average of the high and low sale prices or
the closing price, as appropriate, as so reported for the preceding day on which
transactions in the Stock were effected.

      (i) GS TELECOM. GS Telecom Limited.

<PAGE>

      (j) PARTICIPANT. An officer, director or employee of the Company to whom
an Award has been granted.

      (k) STOCK. Authorized and issued or unissued shares of Common Stock, no
par value, or any security issued in exchange or substitution therefor.

      3. ELIGIBILITY. Only officers, key employees, consultants and directors
who are also officers or employees of the Company or who have been designated by
the Board as eligible to receive Awards are eligible to receive Awards under the
Plan. Key employees are those employees who hold positions of responsibility or
whose performance, in the judgment of the Committee, can have a significant
effect on the growth and profitability of the Company.

      4. STOCK AVAILABLE FOR AWARDS. Subject to Section 14 hereof, a total of
5,000,000 shares of Stock, PROVIDED, HOWEVER, that the aggregate number of
shares of Stock subject to options and upon which stock appreciation rights are
based pursuant to Awards hereunder shall not exceed 1,000,000 for any
Participant during any three consecutive fiscal-year periods. From time to time,
the Board and appropriate officers of GS Telecom shall file such documents with
governmental authorities and, if the Stock is listed on the New York Stock
Exchange (or other national exchange), with such stock exchange, as are required
to make shares of Stock available for issuance pursuant to Awards and publicly
tradeable. Shares of Stock related to Awards, or portions of Awards, that are
forfeited, canceled or terminated, expire unexercised, are surrendered in
exchange for other Awards, or are settled in cash in lieu of Stock or in any
other manner such that all or some of the shares of Stock covered by an Award
are not and will not be issued to a Participant, shall be restored to the total
number of shares of Stock available for issuance pursuant to Awards, unless such
Awards, or portions thereof, are canceled in connection with an exchange for
options issued at a lower price or the holders of a majority of the shares of
Stock voting on such matter approve such exchange.

      5. ADMINISTRATION.

      (a) GENERAL. The Plan shall be administered by the Committee, which shall
have full and exclusive power to (i) authorize and grant Awards to persons
eligible to receive Awards under the Plan; (ii) establish the terms, conditions
and limitations of each Award or class of Awards, including terms, conditions
and limitations governing the extent (if any) to which the Award may be assigned
or transferred; PROVIDED that, Awards shall not be assignable or transferable to
any person who is not at the time of transfer a member of the Participant's
immediate family or to any entity that is not established for the benefit of, or
wholly-owned by, the Participant or a member or members of the Participant's
immediate family; (iii) construe and interpret the Plan and all Award
Agreements; (iv) grant waivers of Plan restrictions; (v) adopt and amend such
rules, procedures, regulations and guidelines for carrying out the Plan as it
may deem necessary or desirable; and (vi) take any other action necessary for
the proper operation and administration of the Plan, all of which powers shall
be exercised in a manner consistent with the objectives, and in accordance with
the terms and conditions, of the Plan. The Committee's powers shall include, but
shall not be limited to, the authority to (A) adopt such subplans as may be
necessary or appropriate (1) to provide for the authorization and granting of
Awards to promote specific goals or for the benefit of specific classes of
Participants, (2) to provide for grants of Awards by means of formulae,
standardized criteria or otherwise, or (3) for



                                       -2-
<PAGE>

any other purposes as are consistent with the objectives of the Plan, and to
segregate shares of Stock available for issuance under the Plan generally as
being available specifically for the purposes of one or more subplans, and (B)
subject to Section 11 hereof, adopt modifications, amendments, rules,
procedures, regulations, subplans and the like as may be necessary or
appropriate (1) to comply with provisions of the laws of other countries in
which the Company may operate in order to assure the effectiveness of Awards
granted under the Plan and to enable Participants employed in such other
countries to receive advantages and benefits under the Plan and such laws, (2)
to effect the continuation, acceleration or modification of Awards under certain
circumstances, including events which might constitute a Change in Control (as
set forth in Section 7 hereof) of GS Telecom, or (3) for any other purposes as
are consistent with the objectives of the Plan. All such modifications,
amendments, rules, procedures, regulations and subplans shall be deemed to be a
part of the Plan as if stated herein.

      (b) COMMITTEE ACTIONS. All actions of the Committee with respect to the
Plan shall require the vote of a majority of its members or, if there are only
two members, by the vote of both. Any action of the Committee may be taken by a
written instrument signed by a majority (or both members) of the Committee, and
any action so taken shall be as effective as if it had been taken by a vote at a
meeting. All determinations and acts of the Committee as to any matters
concerning the Plan, including interpretations or constructions of the Plan and
any Award Agreement, shall be conclusive and binding on all Participants and on
any parties validly claiming through any Participants.

      6. DELEGATION OF AUTHORITY. The Committee may delegate to the Chief
Executive Officer of GS Telecom and to other executive officers of the Company
certain of its administrative duties under the Plan, pursuant to such conditions
or limitations as the Committee may establish, except that the Committee may not
delegate its authority with respect to (a) the selection of eligible persons as
Participants in the Plan, (b) the granting or timing of Awards, (c) establishing
the amount, terms and conditions of any such Award, (d) interpreting the Plan,
any subplan or any Award Agreement or (e) amending or otherwise modifying the
terms or provisions of the Plan, any subplan or any Award Agreement.

      7. AWARDS. Subject to Section 4, the Committee shall determine the types
and timing of Awards to be made to each Participant and shall set forth in the
related Award Agreement the terms, conditions and limitations applicable to each
Award. Awards may include, but are not limited to, those listed below in this
Section 7. Awards may be granted singly, in combination or in tandem, or in
substitution for Awards previously granted under the Plan. Awards may also be
made in combination or in tandem with, in substitution for, or as alternatives
to, grants or rights under any other benefit plan of the Company, including any
such plan of any entity acquired by, or merged with or into, the Company. Any
such Awards made in substitution for, or as alternatives to, grants or rights
under a benefit plan of an entity acquired by, or merged with or into, the
Company in order to give effect to the transaction shall be deemed to be issued
in accordance with the terms and conditions of the Plan. Awards shall be
effected through Award Agreements executed by the Company in such forms as are
approved by the Committee from time to time.

      All or part of any Award may be subject to conditions established by the
Committee, and set forth in the Award Agreement, which conditions may include,
without



                                       -3-
<PAGE>

limitation, achievement of specific business objectives, increases in specified
indices, attainment of growth rates and other measurements of Company
performance.

      The Committee may determine to make any or all of the following Awards:

      (a) STOCK OPTIONS. A grant of a right to purchase a specified number of
shares of Stock at an exercise price not less than 100% of the Fair Market Value
of the Stock on the date of grant, during a specified period, all as determined
by the Committee. Without limitation, a stock option may be in the form of (i)
an incentive stock option which, in addition to being subject to such terms,
conditions and limitations as are established by the Committee, complies with
Section 422 of the Code, PROVIDED that, no more than __________ shares of Stock
in the aggregate may be subject to options granted hereunder as incentive stock
options, or (ii) a non-qualified stock option subject to such terms, conditions
and limitations as are established by the Committee.

      (b) STOCK APPRECIATION RIGHTS. A right to receive a payment, in cash or
Stock, equal to the excess of the Fair Market Value (or other specified
valuation) of a specified number of shares of Stock on the date the stock
appreciation right ("SAR") is exercised over the Fair Market Value (or other
specified valuation) on the date of grant of the SAR, except that if a SAR is
granted in tandem with a stock option, valuations on the grant and exercise
dates shall be no less than as determined on the basis of Fair Market Value. The
eventual amount, vesting or issuance of an SAR may be subject to future service,
performance standards and such other restrictions and conditions as may be
established by the Committee.

      (c) STOCK AWARDS. An Award made in Stock or denominated in units of Stock.
The eventual amount, vesting or issuance of a Stock Award may be subject to
future service, performance standards and such other restrictions and conditions
as may be established by the Committee. Stock Awards may be based on Fair Market
Value or another specified valuation.

      (d) CASH AWARDS. An Award made or denominated in cash. The eventual amount
of a cash Award may be subject to future service, performance standards and such
other restrictions and conditions as may be established by the Committee.

      Dividend equivalency rights, on a current or deferred basis, may be
extended to and be made part of any Award denominated in whole or in part in
Stock or units of Stock, subject to such terms, conditions and restrictions as
the Committee may establish.

      Notwithstanding the provisions of the paragraphs of this Section 7, Awards
may be subject to acceleration of exercisability or vesting in the event of a
Change in Control of GS Telecom (i) as set forth in agreements between GS
Telecom and certain of its officers, directors and key employees which provide
for certain protections and benefits in the event of a change in control (as
defined in such agreements) or (ii) as may otherwise be determined by the
Committee under and in accordance with the terms and conditions of the Plan.
"Change in Control" for purposes of the Plan shall mean a change in control of
GS Telecom under such circumstances as shall be specified by (x) the Committee
or (y) where applicable to any Awards granted under the Plan by such agreements
between GS Telecom and a Participant as (1) may have been entered



                                       -4-
<PAGE>

into prior to the effective date of the Plan or (2) shall be entered into after
the effective date of the Plan with, to the extent such an agreement is
applicable to an Award, the approval of the Committee. A "Change in Control"
may, without limitation, be deemed to have occurred if (A) any "person" or
"group" of persons (as the terms "person" and "group" are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder) is or becomes the beneficial owner, directly or indirectly, of
securities of GS Telecom representing 30% or more of the combined voting power
of the then outstanding securities of GS Telecom, or (B) a change of more than
25% in the composition of the Board occurs within a two-year period, unless such
change in composition was approved in advance by at least two-thirds of the
previous directors.

      8. PAYMENT UNDER AWARDS. Payment by the Company pursuant to Awards may be
made in the form of cash, Stock or combinations thereof and may be subject to
such restrictions as the Committee determines, including, in the case of Stock,
restrictions on transfer and forfeiture provisions. Stock subject to transfer
restrictions or forfeiture provisions is referred to herein as "Restricted
Stock". The Committee may provide for payments to be deferred, such future
payments to be made in installments or by lump-sum payment. The Committee may
permit selected Participants to elect to defer payments of some or all types of
Awards in accordance with procedures established by the Committee to assure that
such deferrals comply with applicable requirements of the Code.

      The Committee may also establish rules and procedures for the crediting of
interest on deferred cash payments and of dividend equivalencies on deferred
payments to be made in Stock or units of Stock.

      At the discretion of the Committee, a Participant may be offered an
election to substitute an Award for another Award or Awards, or for awards made
under any other benefit plan of the Company, of the same or different type.

      9. STOCK OPTION EXERCISE. A stock option may be exercised in whole or in
part, PROVIDED that a Participant may not exercise less than 50% of the shares
of Stock under the Award. The price at which shares of Stock may be purchased
upon exercise of a stock option shall be paid in full, or arrangements
acceptable to the Committee for payment in full shall be made, at the time of
the exercise, in cash or, if permitted by the Committee, by (a) tendering Stock
or surrendering another Award, including Restricted Stock, or an option or other
award granted under another benefit plan of the Company, in each case valued at,
or on the basis of, Fair Market Value on the date of exercise, (b) delivery of a
promissory note issued by a Participant to the Company pursuant to the terms and
conditions as determined by the Committee, or (c) any other means acceptable to
the Committee. The Committee shall determine acceptable methods for tendering
Stock or surrendering other Awards or grants and may impose such conditions on
the use of Stock or other Awards or grants to exercise a stock option as it
deems appropriate. If shares of Restricted Stock are tendered as consideration
for the exercise of a stock option, the Committee may require that the number of
shares issued upon exercise of the stock option equal to the number of shares of
Restricted Stock used as consideration therefor be subject to the same
restrictions as the Restricted Stock so surrendered and any other restrictions
as may be imposed by the Committee. The Committee may also permit Participants
to exercise stock options and simultaneously sell some or all of the shares of
Stock so acquired pursuant to a



                                       -5-
<PAGE>

brokerage or similar arrangement which provides for the payment of the exercise
price substantially concurrently with the delivery of such shares.

      10. TAX WITHHOLDING. The Company shall have the right to deduct applicable
taxes from any Award payment or shares of Stock receivable under an Award and to
withhold an appropriate number of shares of Stock for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Company to satisfy all tax withholding obligations. In addition, the Committee
may permit Participants to elect to (a) have the Company deduct applicable taxes
resulting from any Award payment to, or exercise of an Award by, such
Participant by withholding an appropriate number of shares of Stock for payment
of tax obligations or (b) tender to the Company for the purpose of satisfying
tax payment obligations other Stock held by the Participant. If the Company
withholds shares of Stock to satisfy tax payment obligations, the value of such
Stock in general shall be its Fair Market Value on the date of the Award payment
or the date of exercise of an Award, as the case may be. If a Participant
tenders shares of Stock pursuant to clause (b) above to satisfy tax payment
obligations, the value of such Stock shall be the Fair Market Value on the date
the Participant tenders such Stock to the Company.

      11. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN. The
Board may amend, modify, suspend or terminate the Plan, or adopt subplans under
the Plan, (a) for the purpose of meeting or addressing any changes in any
applicable tax, securities or other laws, rules or regulations, or (b) for any
other purpose permitted by law. Subject to changes in law or other legal
requirements that would permit otherwise, the Plan may not be amended without
the approval of the stockholders to (i) increase materially the aggregate number
of shares of Stock that may be issued under the Plan (except for any increase
resulting from adjustments pursuant to Section 14 hereof), (ii) increase the
aggregate number of shares that may be issued to any individual Participant
pursuant to options, or which are used as a basis of SARs granted under the
Plan, or (iii) modify materially the requirements as to eligibility for
participation in the Plan. Further, the Plan may not be amended in a manner that
would alter, impair, amend, modify, suspend or terminate any rights of a
Participant or obligation of the Company under any Awards theretofore granted,
in any manner adverse to any such affected Participant, without the consent of
such affected Participant.

      12. TERMINATION OF EMPLOYMENT. Except as otherwise set forth in an
applicable Award Agreement or determined by the Committee, or as otherwise
provided in paragraph (a) or (b) of this Section 12, if a Participant's
employment by or association with the Company terminates, all unexercised,
deferred and unpaid Awards (or portions of Awards) shall be canceled
immediately.

      (a) RETIREMENT, RESIGNATION OR OTHER TERMINATION. If a Participant's
employment or association with the Company terminates by reason of the
Participant's retirement or resignation, or for any other reason (other than the
Participant's death or disability), the Committee may, under circumstances in
which it deems an exception from the provisions of the first sentence of this
Section 12 to be appropriate to carry out the objectives of the Plan and to be
consistent with the best interests of the Company, permit Awards to continue in
effect and be exercisable or payable beyond the date of such termination, up
until the expiration date specified in the applicable Award Agreement and
otherwise in accordance with the terms of the



                                       -6-
<PAGE>

applicable Award Agreement, and may accelerate the exercisability or vesting of
any Award, in either case, in whole or in part.

            (b) DEATH OR DISABILITY.

            (i) In the event of a Participant's death, the Participant's estate
      or beneficiaries shall have a period, not extending beyond the expiration
      date specified in the applicable Award Agreement (except as otherwise
      provided in such Award Agreement), within which to exercise any
      outstanding Award held by the Participant, as may be specified in the
      Award Agreement or as may otherwise be determined by the Committee. All
      rights in respect of any such outstanding Awards shall pass in the
      following order: (A) to beneficiaries so designated in writing by the
      Participant; or if none, then (B) to the legal representative of the
      Participant; or if none, then (C) to the persons entitled thereto as
      determined by a court of competent jurisdiction. Awards so passing shall
      be exercised or paid at such times and in such manner as if the
      Participant were living, except as otherwise provided in the applicable
      Award Agreement or as determined by the Committee.

            (ii) If a Participant ceases to be employed by or associated with
      the Company because the Participant is deemed by the Company to be
      disabled, outstanding Awards held by the Participant may be paid to or
      exercised by the Participant, if legally competent, or by a committee or
      other legally designated guardian or representative if the Participant is
      legally incompetent, for a period, not extending beyond the expiration
      date specified in the applicable Award Agreement (except as otherwise
      provided in such Award Agreement), following the termination of his or her
      employment by or association with the Company, as may be specified in the
      Award Agreement or as may otherwise be determined by the Committee.

            (iii) After the death or disability of a Participant, the Committee
      may at any time (A) terminate restrictions with respect to Awards held by
      the Participant, (B) accelerate the vesting or exercisability of any or
      all installments and rights of the Participant in respect of Awards held
      by the Participant, and (C) instruct the Company to pay the total of any
      accelerated payments under the Awards in a lump sum to the Participant or
      to the Participant's estate, beneficiaries or representatives,
      notwithstanding that, in the absence of such termination of restrictions
      or acceleration of payments, any or all of the payments due under the
      Awards might ultimately have become payable to other beneficiaries.

            (iv) In the event of uncertainty as to the interpretation of, or
      controversies concerning, paragraph (b) of this Section 12, the
      Committee's determinations shall be binding and conclusive on all
      Participants and any parties validly claiming through them.

      13. NONASSIGNABILITY.

      (a) Except as the Committee may expressly provide otherwise in or with
respect to an Award Agreement, in each case in accordance with paragraph (a)(ii)
of Section 5



                                       -7-
<PAGE>

hereof, and except as provided in paragraphs (a) and (b) of Section 12 hereof
and paragraph (b) of this Section 13, no Award or any other benefit under the
Plan, or any right with respect thereto, shall be assignable or transferable, or
payable to or exercisable by, anyone other than the Participant to whom it is
granted.

      (b) If a Participant's employment by or association with the Company
terminates in order for such Participant to assume a position with a
governmental, charitable or educational agency or institution, and the
Participant retains Awards pursuant to paragraph (a) of Section 12 hereof, the
Committee, in its discretion and to the extent permitted by law, may authorize a
third party (including, without limitation, the trustee of a "blind" trust),
acceptable to the applicable authorities, the Participant and the Committee, to
act on behalf of the Participant with respect to such Awards.

      14. ADJUSTMENTS. In the event of any change in the outstanding Stock by
reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger, consolidation or similar event, the Committee
shall adjust proportionally (a) the number of shares of Stock (i) reserved under
the Plan, (ii) available for options or other Awards and available for issuance
pursuant to options, or upon which SARs may be based, for individual
Participants and (iii) covered by outstanding Awards denominated in Stock or
units of Stock; (b) the prices related to outstanding Awards; and (c) the
appropriate Fair Market Value and other price determinations for such Awards. In
the event of any other change affecting the Stock or any distribution (other
than normal cash dividends) to holders of Stock, such adjustments as may be
deemed equitable by the Committee, including adjustments to avoid fractional
shares, shall be made to give proper effect to such event. In the event of a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Committee shall be authorized to issue or
assume stock options or other awards, whether or not in a transaction to which
Section 424(a) of the Code applies, by means of substitution of new stock
options or Awards for previously issued stock options or awards or an assumption
of previously issued stock options or awards.

      15. NOTICE. Any written notice to GS Telecom required by any of the
provisions of the Plan shall be addressed to the Committee, c/o the Secretary of
GS Telecom, and shall become effective when received by the Secretary.

      16. UNFUNDED PLAN. Insofar as the Plan provides for Awards of cash or
Stock, the Plan shall be unfunded unless and until the Board or the Committee
otherwise determines. Although bookkeeping accounts may be established with
respect to Participants who are entitled to cash, Stock or rights thereto under
the Plan, any such accounts shall be used merely as a bookkeeping convenience.
Unless the Board otherwise determines, (a) the Company shall not be required to
segregate any assets that may at any time be represented by cash, Stock or
rights thereto, nor shall the Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Stock or rights thereto to be granted under the Plan; (b)
any liability of the Company to any Participant with respect to a grant of cash,
Stock or rights thereto under the Plan shall be based solely upon any
contractual obligations that may be created by the Plan and an Award Agreement;
(c) no such obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company; and (d) neither the
Company, the Board nor the Committee shall be required to



                                       -8-
<PAGE>

give any security or bond for the performance of any obligation that may be
created by or pursuant to the Plan.

      17. PAYMENTS TO TRUST. Notwithstanding the provisions of Section 16
hereof, the Board or the Committee may cause to be established one or more trust
agreements pursuant to which the Committee may make payments of cash, or deposit
shares of Stock, due or to become due under the Plan to Participants.

      18. NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any Award shall confer on any Participant any right to continued
employment by or association with the Company or in any way interfere with the
Company's right to terminate the employment or association of any Participant at
any time, with or without cause, and without liability therefor. Awards,
payments and other benefits received by a Participant under the Plan shall not
be deemed a part of the Participant's regular, recurring compensation for any
purpose, including, without limitation, for the purposes of any termination
indemnity or severance pay law of any jurisdiction.

      19. GOVERNING LAW. The Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the Code or the
securities laws of the United States, shall be governed by and construed under
the laws of the State of Delaware.

      20. EFFECTIVE AND TERMINATION DATES. The Plan, and any amendment hereof
requiring stockholder approval, shall become effective as of the date of its
approval by the stockholders of GS Telecom by the affirmative vote of a majority
of the votes cast at a stockholders' meeting at which the approval of the Plan
(or any such amendment) is considered, PROVIDED that the total vote cast
represents over 50% of all shares entitled to vote on the proposal. The Plan
shall terminate ten years after its initial effective date, subject to earlier
termination by the Board pursuant to Section 11 hereof, except as to Awards then
outstanding.



                                      -9-