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                                                                   Exhibit 10.20


                              UNILAB CORPORATION
                            2001 STOCK OPTION PLAN
1.  Purpose; Establishment.
    ----------------------


     The Unilab Corporation 2001 Stock Option Plan (the "Plan") is intended
to promote the interests of the Company (as defined below) and its stockholders
by providing officers and other employees of the Company (including directors
who are also employees of the Company) with appropriate incentives
to encourage them to enter into and continue in the employ of the Company and to
acquire a proprietary interest in the equity success of the Company; to provide
incentives to nonemployee directors that are directly linked to increases
in stock value; and to reward the performance of individual officers, other
employees, consultants and nonemployee directors in fulfilling their personal
responsibilities for long-range achievements.

2.  Definitions.
    -----------

     As used in the Plan, the following definitions apply to the terms indicated
     below:

     (a)  "Affiliate" means an affiliate of the Company, as defined in Rule
          12b-2 promulgated under Section 12 of the Exchange Act.

     (b)  "Agreement" shall mean the written agreement between the Company and a
          Participant evidencing an Award.



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     (c)  "Award" shall mean any Option granted pursuant to the terms of the
          Plan.


     (d)  "Board of Directors" shall mean the Board of Directors of Unilab
          Corporation.


     (e)  A "Change in Control" shall be deemed to have occurred upon the first
          to occur of an event set forth in any one of the following paragraphs:


          (i)    any Person is or becomes the "Beneficial Owner" (as defined in
                 Rule 13d-3 under the Exchange Act), directly or indirectly, of
                 securities of the Company (not including in the securities
                 Beneficially Owned by such Person any securities acquired
                 directly from the Company) representing 25% or more of the
                 Company's then outstanding securities, excluding any Person who
                 becomes such a Beneficial Owner in connection with a
                 transaction described in clause (A) of paragraph (iii) below;
                 or

          (ii)   the following individuals cease for any reason to constitute a
                 majority of the number of directors then serving on the Board
                 of Directors: individuals who, on the Effective Date,
                 constitute the Board of Directors and any new director (other
                 than a director whose initial assumption of office is in
                 connection with an actual or threatened election contest,
                 including but not limited to a consent solicitation, relating
                 to the election of directors of the Company) whose appointment
                 or election by the Board of Directors or nomination for
                 election by the Company's stockholders was approved or
                 recommended by a vote of at least two-thirds (2/3) of the
                 directors then still in office who either were directors on the
                 Effective Date or whose appointment, election or nomination for
                 election was previously so approved or recommended; or

          (iii)  there is consummated a merger or consolidation of the Company
                 with any other corporation other than (A) a merger or

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                 consolidation which would result in the voting securities of
                 the Company outstanding immediately prior to such merger or
                 consolidation continuing to represent (either by remaining
                 outstanding or by being converted into voting securities of the
                 surviving entity or any parent thereof) more than [50%] of the
                 combined voting power of the voting securities of the Company
                 or such surviving entity or any parent thereof outstanding
                 immediately after such merger or consolidation, or (B) a merger
                 or consolidation effected to implement a recapitalization of
                 the Company (or similar transaction) in which no Person is or
                 becomes the Beneficial Owner, directly or indirectly, of
                 securities of the Company (not including in the securities
                 Beneficially Owned by such Person any securities acquired
                 directly from the Company) representing 25% or more of the
                 combined voting power of the Company's then outstanding
                 securities; or

          (iv)   the stockholders of the Company approve a plan of complete
                 liquidation or dissolution of the Company or there is
                 consummated an agreement for the sale or disposition by the
                 Company of all or substantially all of the Company's assets,
                 other than a sale or disposition by the Company of all or
                 substantially all of the Company's assets to an entity more
                 than 50% of the combined voting power of the voting
                 securities of which are owned by Persons in substantially the
                 same proportions as their ownership of the Company immediately
                 prior to such sale.


     (f)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
          time to time, and any regulations promulgated thereunder.


     (g)  "Committee" shall mean the Compensation Committee of the Board of
          Directors or any subcommittee thereof formed to comply with Section
          162(m) of the Code or Rule 16b-3.


     (h)  "Company" shall mean Unilab Corporation, a Delaware corporation,

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          and, where the context requires, each of its Affiliates.


     (i)  "Company Stock" shall mean the common stock of the Company, par value
          $0.01 per share.


     (j)  "Covered Employee" shall have the meaning set forth in Section 162(m)
          of the Code.


     (k)  "Disability" shall mean the permanent and total disability of a
          Participant within the meaning of Section 22(e)(3) of the Code.


     (l)  "Effective Date" shall mean the effective date of the Initial Public
          Offering, provided that the Plan has been approved by the stockholders
          of the Company prior to the Initial Public Offering.


     (m)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
          amended from time to time.


     (n)  The "Fair Market Value" of a share of Company Stock, as of a date of
          determination, shall mean (1) the closing price per share of Company
          Stock on the national securities exchange or national market system on
          which such stock is principally traded on such date or, if such date
          is not a trading day, on the last preceding date on which there was a
          sale of such stock on such exchange, or (2) if the shares of Company
          Stock are not then listed on a national securities exchange or
          national market system, or the value of such shares is not otherwise
          determinable, such value as determined by the Committee in good faith.


     (o)  "Incentive Stock Option" shall mean an Option that is an "incentive
          stock option" within the meaning of Section 422 of the Code and that
          is designated by the Committee as an Incentive Stock Option.

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     (p)  "Initial Public Offering" shall mean the initial public offering of
          shares of Company Stock to the public.


     (q)  "Nonemployee Director" shall mean a member of the Board of Directors
          who is not an employee of the Company.


     (r)  "Nonqualified Stock Option" shall mean an Option other than an
          Incentive Stock Option.


     (s)  "Option" shall mean an option to purchase shares of Company Stock
          granted pursuant to Section 7.


     (t)  "Participant" shall mean an employee, Nonemployee Director or
          consultant of the Company to whom an Award is granted pursuant to the
          Plan, or upon the death of the employee, Nonemployee Director or
          consultant, his or her successors, heirs, executors and
          administrators, as the case may be.


     (u) "Person" shall have the meaning set forth in Section 3(a)(9) of the
          Exchange Act, as modified and used in Sections 13(d) and 14(d)
          thereof, except that such term shall not include (1) the Company, (2)
          a trustee or other fiduciary holding securities under an employee
          benefit plan of the Company, (3) an underwriter temporarily holding
          securities pursuant to an offering of such securities, or (4) a
          corporation owned, directly or indirectly, by the stockholders of the
          Company in substantially the same proportions as their ownership of
          stock of the Company.

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     (v)  "Rule 16b-3" shall mean the Rule 16b-3 promulgated under the Exchange
          Act, as amended from time to time.


     (w)  "Securities Act" shall mean the Securities Act of 1933, as amended
          from time to time.


     (x)  "Subsidiary" shall mean a "subsidiary corporation" within the meaning
          of Section 424(f) of the Code.



3.  Stock Subject to the Plan
    -------------------------

    (a)   Shares Available for Awards


          The maximum number of shares of Company Stock reserved for issuance
          under the Plan shall be 500,000 shares (subject to adjustment as
          provided in Section 3(c) hereof).  Such shares may be authorized but
          unissued Company Stock or authorized and issued Company Stock held in
          the Company's treasury.

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    (b)   Individual Limitation


          To the extent required by Section 162(m) of the Code, the total number
          of shares of Company Stock subject to Awards granted to any employee
          in any fiscal year of the Company shall not exceed 250,000 (subject to
          adjustment as provided in Section 3(c) hereof).

    (c)   Adjustment for Change in Capitalization.


          In the event that any dividend or other distribution is declared
          (whether in the form of cash, Company Stock, or other property), or
          there occurs any recapitalization, Company Stock split, reverse
          Company Stock split, reorganization, merger, consolidation, spin-off,
          combination, repurchase, or share exchange, or other similar corporate
          transaction or event, if the Committee determines that it is
          appropriate to do so, (1) the number and kind of shares of Company
          Stock which may thereafter be issued in connection with Awards,
          (2) the number and kind of shares of Company Stock issued or issuable
          in respect of outstanding Awards, (3) the exercise price, and (4) the
          maximum number of shares subject to Awards which may be awarded to any
          Participant during any fiscal year of the Company shall be equitably
          adjusted as necessary to prevent the dilution or enlargement of the
          rights of Participants without change in the aggregate purchase price;
          provided that, with respect to Incentive Stock Options, such
          adjustment shall be made in accordance with Section 424 of the Code.


    (d)   Reuse of Shares.

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          If any shares of Company Stock subject to an Award are forfeited,
          cancelled, exchanged, surrendered or terminated or if an Award
          otherwise terminates or expires without a distribution of shares, the
          shares subject to such Award shall, to the extent of any such
          forfeiture, cancellation, exchange, surrender, termination or
          expiration, again be available for Awards under the Plan.

4.  Administration of the Plan.
    --------------------------


    The Plan shall be administered by the Committee.  The Committee shall have
the authority in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Stock to which an Award
may relate and the terms and conditions relating to any Award; to the extent not
inconsistent with Section 162(m) of the Code, if applicable, to determine
whether, to what extent, and under what circumstances an Award may be settled,
cancelled, forfeited, exchanged, or surrendered; to make adjustments in response
to changes in applicable laws, regulations, or accounting principles; to
construe and interpret the Plan and any Award; to prescribe, amend and rescind
rules and regulations relating to the Plan, including but not limited to, rules
and regulations relating to leaves of absence and changes from an employee to a
service provider or consultant and vice versa; to determine the terms and
provisions of Agreements; and to make all other determinations deemed necessary
or advisable for the administration of the Plan.


    The Committee may, in its sole and absolute discretion, without amendment
to the Plan, accelerate the date on which any Option granted under the Plan
becomes exercisable, waive or amend the operation of Plan provisions respecting
exercise after termination of employment or otherwise adjust any of the terms of
such Option.

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5.  Eligibility.
    -----------

The persons who shall be eligible to receive Awards pursuant to the Plan shall
be such employees of the Company (including officers of the Company, whether or
not they are directors of the Company), Nonemployee Directors and nonemployee
service providers and consultants, in each case as the Committee shall select
from time to time.  For purposes of the foregoing sentence, employees shall
include prospective employees to whom Awards are granted in connection with an
offer of future employment with the Company (and any such prospective employee
who thereafter enters into employment with the Company shall be treated as a
Participant hereunder). The grant of an Award hereunder in any year to any
employee, service provider, Nonemployee Director or consultant shall not entitle
such person to a grant of an Award in any future year.

6.  Awards Under the Plan; Agreement.
    --------------------------------

    The Committee may grant Options in such amounts and with such
terms and conditions as the Committee shall determine, subject to the provisions
of the Plan.


    Each Award granted under the Plan shall be evidenced by an Agreement which
shall contain such provisions as the Committee may in its sole discretion deem
necessary or desirable which are not in conflict with the terms of the Plan. By
accepting an Award, a Participant thereby agrees that the Award shall be subject
to all of the terms and provisions of the Plan and the applicable Agreement.

7.  Options.
    -------

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    (a)   Identification of Options.

          Each Option shall be clearly identified in the applicable Agreement as
          either an Incentive Stock Option or a Nonqualified Stock Option.

    (b)   Exercise Price.

          Each Agreement with respect to an Option shall set forth the amount
          (the "option exercise price") payable by the grantee to the Company
          upon exercise of the Option.  The option exercise price per share
          shall be determined by the Committee; provided, however, that the
          option exercise price shall in no event be less than [85%] of the Fair
          Market Value of a share of Company Stock on the date the Option is
          granted.

    (c)   Term and Exercise of Options.

          (i)    Options shall become exercisable over the exercise period
                 determined by the Committee. The Committee shall determine the
                 expiration date of each Option; provided, however, that no
                 Option shall be exercisable more than 10 years after the date
                 of grant.

          (ii)   If any Option is exercisable in the amount of 100 or more full
                 shares of Company Stock, the Company shall not be obligated to
                 permit the partial exercise of such exercisable Option for less
                 than 100 full shares.

          (iii)  An Option shall be exercised by delivering notice as specified
                 in the Agreement on the form of notice provided by the Company.
                 Payment for shares of Company Stock purchased upon the exercise
                 of an Option shall be made on the effective date of such
                 exercise by one or a combination of the following means: (A) in
                 cash or by personal check, certified check, bank cashier's
                 check or wire transfer; (B) in shares of Company Stock owned by
                 the Participant for at least six months prior to

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                 the date of exercise and valued at their Fair Market Value on
                 the effective date of such exercise; or (C) by any such other
                 methods as the Committee may from time to time authorize. In
                 the case of a Participant who is subject to Section 16 of the
                 Exchange Act, the Company may require that the method of making
                 such payment be in compliance with Section 16 and the rules and
                 regulations thereunder. Any payment in shares of Company Stock
                 shall be effected by the delivery of such shares to the
                 Secretary of the Company, duly endorsed in blank or accompanied
                 by stock powers duly executed in blank, together with any other
                 documents and evidences as the Secretary of the Company shall
                 require.

          (iv)   Subject to an agreement between a Participant and the Company
                 to the contrary, certificates for shares of Company Stock
                 purchased upon the exercise of an Option shall be issued in the
                 name of or for the account of the Participant or other person
                 entitled to receive such shares, and delivered to the
                 Participant or such other person as soon as practicable
                 following the effective date on which the Option is exercised.

    (d)   Limitations on Incentive Stock Options.

          (i)    The exercise price per share of Company Stock deliverable upon
                 the exercise of an Incentive Stock Option shall be not less
                 than the Fair Market Value of a share of Company Stock on the
                 date of grant.

          (ii)   To the extent that the aggregate Fair Market Value of shares of
                 Company Stock with respect to which Incentive Stock Options are
                 exercisable for the first time by a Participant during any
                 calendar year under the Plan and any other stock option plan of
                 the Company or a Subsidiary shall exceed $100,000, such Options
                 shall be treated as Nonqualified Stock Options. Such Fair
                 Market Value shall be determined as of the date on which each
                 such Incentive Stock Option is granted.

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        (iii) No Incentive Stock Option may be granted to an individual if, at
              the time of the proposed grant, such individual owns (or is deemed
              to own under the Code) stock possessing more than ten percent of
              the total combined voting power of all classes of stock of the
              Company unless (A) the exercise price of such Incentive Stock
              Option is at least 110% of the Fair Market Value of a share of
              Company Stock at the time such Incentive Stock Option is granted
              and (B) such Incentive Stock Option is not exercisable after the
              expiration of five years from the date such Incentive Stock Option
              is granted.

    (e)  Effect of Termination of Employment.

         (i)  In the event that the employment of a Participant with the Company
              shall terminate for any reason other than (i) Cause, as defined in
              the Agreement, (ii) death or (iii) Disability, the Options granted
              to such Participant, to the extent that they are exercisable at
              the time of such termination, shall remain exercisable for such
              period as may be provided in the Agreement, but in no event
              following the expiration of its term. The treatment of any Option
              that is unexercisable as of the date of termination shall be as
              set forth in the Agreement.

        (ii)  In the event that the employment of a Participant with the Company
              shall terminate on account of the death or Disability of the
              Participant, Options granted to such Participant that are
              outstanding and exercisable as of the date of death or Disability
              shall remain exercisable, as the case may be, by the Participant
              or the Participant's legal representatives, heirs or legatees for
              such period as may be provided in the Agreement, but in no event
              following the expiration of its term. The treatment of any Option
              that is unexercisable as of the date of termination shall be as
              set forth in the Agreement.

        (iii) In the event of the termination of a Participant's employment for
              Cause, as defined in the Agreement, all outstanding Options

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              granted to such Participant shall expire at the commencement of
              business on the date of such termination.

        (iv)  The Committee in its sole and absolute discretion may vary any of
              the provisions of this Section 7(e).

    (f)   Acceleration of Exercise Date Upon Change in Control.

          The Committee in its sole and absolute discretion may provide, either
          at the time of grant as provided in the Agreement or thereafter, that
          upon the occurrence of a Change in Control, an Option granted under
          the Plan and outstanding at such time shall become immediately
          exercisable in whole or in part (in which case the Committee shall
          determine the period during which such Option shall remain
          exercisable).



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8.   Rights as a Stockholder.
     -----------------------

     No person shall have any rights as a stockholder with respect to any shares
of Company Stock relating to any Award until the date of issuance of a stock
certificate with respect to such shares. Except as otherwise expressly provided
in Section 3(c), no adjustment to any Award shall be made for dividends or other
rights for which the record date occurs prior to the date such stock certificate
is issued.

9.   No Employment Rights; No Right to Award.
     ---------------------------------------

     Nothing contained in the Plan or any Agreement shall confer upon any
Participant any right with respect to the continuation of employment by or
performance of services for the Company or interfere in any way with the right
of the Company, subject to the terms of any separate employment agreement to the
contrary, at any time to terminate such employment or service or to increase or
decrease the compensation of the Participant.

     No person shall have any claim or right to receive an Award hereunder.  The
Committee's granting of an Award to a Participant at any time shall neither
require the Committee to grant any other Award to such Participant or other
person at any time or preclude the Committee from making subsequent grants to
such Participant or any other person.

10.  Securities Matters.
     ------------------

     The Company shall be under no obligation to effect the registration
pursuant



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to the Securities Act of any interests in the Plan or any shares of Company
Stock to be issued hereunder or to effect similar compliance under any state
laws. Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates evidencing shares
of Company Stock pursuant to the Plan unless and until the Company is advised by
its counsel that the issuance and delivery of such certificates is in compliance
with all applicable laws, regulations of governmental authority and the
requirements of any securities exchange on which shares of Company Stock are
traded. The Committee may require, as a condition of the issuance and delivery
of certificates evidencing shares of Company Stock pursuant to the terms hereof,
that the recipient of such shares make such agreements and representations, and
that such certificates bear such legends, as the Committee, in its sole
discretion, deems necessary or desirable.

     The transfer of any shares of Company Stock hereunder shall be effective
only at such time as counsel to the Company shall have determined that the
issuance and delivery of such shares is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities
exchange on which shares of Company Stock are traded.  The Committee may, in its
sole discretion, defer the effectiveness of any transfer of shares of Company
Stock hereunder in order to allow the issuance of such shares to be made
pursuant to registration or an exemption from registration or other methods for
compliance available under federal or state securities laws.  The Committee
shall inform the Participant in writing of its decision to defer the
effectiveness of a transfer.  During the period of such deferral in connection
with the exercise of an Option, the Participant may, by written notice, withdraw
such exercise and obtain the refund of any amount paid with respect thereto.

11.  Withholding Taxes.
     -----------------

     Whenever shares of Company Stock are to be delivered pursuant to an Award,
the Company shall have the right to require the Participant to remit to the
Company in cash an amount sufficient to satisfy any federal, state and local
withholding tax requirements related thereto, or a Participant may satisfy the
foregoing requirement by electing to have the Company withhold from delivery
shares of Company Stock having a value equal to the minimum amount of tax
required to be withheld.  Such shares shall be valued at their Fair Market Value
on the date of which the amount of



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tax to be withheld is determined. Fractional share amounts shall be settled in
cash. Such a withholding election may be made with respect to all or any portion
of the shares to be delivered pursuant to an Award.

12.  Notification Upon Disqualifying Disposition Under Section 421(b) of the
     -----------------------------------------------------------------------
     Code.
     ----

     Each Agreement with respect to an Incentive Stock Option shall require the
Participant to notify the Company of any disposition of shares of Company Stock
issued pursuant to the exercise of such Option under the circumstances described
in Section 421(b) of the Code (relating to certain disqualifying dispositions),
within 10 days of such disposition.

13.  Amendment or Termination of the Plan.
     ------------------------------------

     The Board of Directors may, at any time, suspend or terminate the Plan or
revise or amend it in any respect whatsoever; provided, however, that
stockholder approval shall be required if and to the extent necessary to satisfy
Sections 162(m) or 422 of the Code, other applicable law or applicable stock
exchange requirements.  Awards may be granted under the Plan prior to the
receipt of such stockholder approval but each such grant shall be subject in its
entirety to such approval and no Award may be exercised, vested or otherwise
satisfied prior to the receipt of such approval. Nothing herein shall restrict
the Committee's ability to exercise its discretionary authority pursuant to
Section 4, which discretion may be exercised without amendment to the Plan. No
action hereunder may, without the consent of a Participant, adversely affect the
Participant's rights under any outstanding Award.

14.  Transfers Upon Death; Nonassignability.
     --------------------------------------



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     Upon the death of a Participant, outstanding Awards granted to such
Participant may be exercised only by the executor or administrator of the
Participant's estate or by a person who shall have acquired the right to such
exercise by will or by the laws of descent and distribution. No transfer of an
Award by will or the laws of descent and distribution shall be effective to bind
the Company unless the Committee shall have been furnished with (a) written
notice thereof and with a copy of the will and/or such evidence as the Committee
may deem necessary to establish the validity of the transfer and (b) an
agreement by the transferee to comply with all the terms and conditions of the
Award that are or would have been applicable to the Participant and to be bound
by the acknowledgments made by the Participant in connection with the grant of
the Award.

     During the lifetime of a Participant, the Committee may, in its sole and
absolute discretion, permit the transfer of an outstanding Option, unless such
Option is an Incentive Stock Option and the Committee and the Participant
intends that it shall retain such status. Subject to the approval of the
Committee and to any conditions that the Committee may prescribe, a Participant
may, upon providing written notice to the Secretary of the Company, elect to
transfer any or all Options granted to such Participant pursuant to the Plan to
members of his or her immediate family (including, but not limited to, children,
grandchildren and spouse or to trusts for the benefit of such immediate family
members or to partnerships in which such family members are the only partners)
or to other persons or entities approved by the Committee; provided, however,
that no such transfer by any Participant may be made in exchange for
consideration.

15.  Expenses and Receipts.
     ---------------------

     The expenses of the Plan shall be paid by the Company.  Any proceeds
received by the Company in connection with any Award shall be used for general
corporate purposes.

16.  Failure to Comply.
     -----------------



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     In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant (or beneficiary) to comply with any of the terms and
conditions of the Plan or the applicable Agreement, unless such failure is
remedied by such Participant (or beneficiary) within ten days after notice of
such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Award, in whole or in part, as the Committee, in its absolute
discretion, may determine.

17.  Effective Date and Term of Plan.
     -------------------------------

     The Plan's effectiveness shall be subject to the requisite approval of the
stockholders of the Company and the occurrence of the Effective Date.  In the
absence of such approval or the occurrence of the Effective Date, any Awards
shall be null and void.  Unless earlier terminated by the Board of Directors,
the right to grant Awards under the Plan shall terminate on the tenth
anniversary of the Effective Date.   Awards outstanding at Plan termination
shall remain in effect according to their terms and the provisions of the Plan.

18.  Applicable Law.
     --------------

    The Plan shall be construed and administered in accordance with the laws of
the State of Delaware without reference to its principles of conflicts of law.

19.  Participant Rights.
     ------------------

     No Participant shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment for Participants. Except
as provided specifically herein, a Participant or a transferee of an Award shall
have no rights as a stockholder with respect to any shares covered by an Award
until the date of the issuance of a Company Stock certificate to him or her for
such shares.

20.  No Fractional Shares.
     --------------------

     No fractional shares of Company Stock shall be issued or delivered pursuant
to the Plan.  The Committee shall determine whether cash or other



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<PAGE>

property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

21.  Beneficiary.
     -----------

     A Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation.  If no designated beneficiary
survives the Participant, the executor or administrator of the Participant's
estate shall be deemed to be the grantee's beneficiary.

22.  Interpretation.
     --------------

     The Plan is designed and intended to comply with Rule 16b-3 and, to the
extent applicable, with Section 162(m) of the Code, and all provisions hereof
shall be construed in a manner to so comply.

23.  Severability.
     ------------

     If any provision of the Plan is held to be invalid or unenforceable, the
other provisions of the Plan shall not be affected but shall be applied as if
the invalid or unenforceable provision had not been included in the Plan.




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