Exhibit 10.41

                         2000 Employee Stock Option Plan

1. Establishment and Purpose.

      There is hereby adopted the priceline.com Incorporated 2000 Employee Stock
Option Plan (the "Plan"). The Plan is intended to promote the interests of
priceline.com Incorporated (the "Company") by providing employees of the Company
with appropriate incentives and rewards to encourage them to enter into and
continue in the employ of the Company and to acquire a proprietary interest in
the long-term success of the Company; and to reward the performance of employees
and consultants in fulfilling their 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 agreement, whether written or in
            electronic form, between the Company and a Participant evidencing an
            Award.

      (c)   "Award" means any Option granted under the Plan.

      (d)   "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
            under the Exchange Act.

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

      (f)   "Cause" shall mean (1) the willful and continued failure by the
            Participant substantially to perform his or her duties and
            obligations to the Company (other than any such failure resulting
            from his or her incapacity due to physical or mental illness); (2)
            the willful engaging by the Participant in misconduct which is
            materially injurious to the Company; (3) the commission by the
            Participant of a felony; or (4) the commission by the Participant of
            a crime against the Company which is materially injurious to the
            Company. For purposes of this Section 2(f), no act, or failure to
            act, on a Participant's part shall be considered "willful" unless
            done, or omitted to be done, by the Participant in bad faith and
            without reasonable belief that his or her action or omission was in
            the best interest of the Company. Determination of Cause shall be
            made by the Committee in its sole discretion.

      (g)   "Change in Control" means the occurrence of any one of the following
            events:

            (i)   any 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 or its Affiliates)
                  representing 25% or more of the combined voting power of the
                  Company's then outstanding voting securities;

            (ii)  the following individuals cease for any reason to constitute a
                  majority of the number of directors then serving: individuals
                  who, on the Effective Date, constitute the Board 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 or nomination for
                  election by the Company's stockholders was approved or
                  recommended by a vote of at least


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                  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;

            (iii) there is consummated a merger or consolidation of the Company
                  or any direct or indirect subsidiary of the Company with any
                  other corporation, other than (A) a merger or consolidation
                  which would result in the voting securities of the Company
                  outstanding immediately prior thereto continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of the surviving or parent entity) more than
                  50% of the combined voting power of the voting securities of
                  the Company or such surviving or parent entity out standing
                  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,
                  directly or indirectly, acquired 25% or more of the combined
                  voting power of the Company's then outstanding securities (not
                  including in the securities beneficially owned by such person
                  any securities acquired directly from the Company or its
                  Affiliates); or

            (iv)  the stockholders of the Company approve a plan of complete
                  liquidation 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 (or any transaction
                  having a similar effect), other than a sale or disposition by
                  the Company of all or substantially all of the Company's
                  assets to an entity, at least 50% of the combined voting power
                  of the voting securities of which are owned by stockholders of
                  the Company in substantially the same proportions as their
                  ownership of the Company immediately prior to such sale.

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

      (i)   "Committee" means a committee established by the Board, which
            committee shall be intended to consist of two or more non-employee
            directors, each of whom shall be a "non-employee director" as
            defined in Rule 16b-3 of the Exchange Act.

      (j)   "Company" means priceline.com Incorporated, a corporation organized
            under the laws of the State of Delaware, or any successor
            corporation.

      (k)   "Disability" shall mean: (1) any physical or mental condition that
            would qualify a Participant for a disability benefit under the
            long-term disability plan maintained by the Company and applicable
            to him or her; or (2) such other condition as may be determined in
            the sole discretion of the Committee to constitute Disability.

      (l)   "Effective Date" shall mean the effective date of the Initial Public
            Offering, provided that the Plan had 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 Stock as of a particular date
            shall mean the closing sales price per share of Stock on the
            national securities exchange on which the Stock is principally
            traded, for the last preceding date on which there was a sale of
            such Stock on such exchange.

      (o)   "Initial Public Offering" shall mean the initial public offering of
            shares of Stock of the Company, as more fully described in the
            preliminary Registration Statement on Form S-1 filed with the
            Securities and Exchange Commission on December 23, 1998, as such
            Registration Statement may be amended from time to time.


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      (p)   "Option" shall mean an option to purchase a number of shares of
            Stock granted pursuant to Section 7.

      (q)   "Partial Exercise" shall mean an exercise of an Award for less than
            the full extent permitted at the time of such exercise.

      (r)   "Participant" shall mean (1) an employee or consultant of the
            Company to whom an Award is granted hereunder and (2) any such
            persons successors, heirs, executors and administrators, as the case
            may be, in such capacity.

      (s)   "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 shares of Stock of the Company.

      (t)   "Plan" means the priceline.com 2000 Employee Stock Option Plan, as
            amended from time to time.

      (u)   "Reload Option" shall mean an Option granted pursuant to Section
            7(c)(5).

      (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)   "Stock" means shares of the common stock, par value $.01 per share,
            of the Company.

      (y)   "Subsidiary" means any corporation in an unbroken chain of
            corporations beginning with the Company if, at the time of granting
            of an Award, each of the corporations (other than the last
            corporation in the unbroken chain) owns stock possessing 50% or more
            of the total combined voting power of all classes of stock in one of
            the other corporations in the chain.

3. Stock Subject to the Plan.

      The maximum number of shares of Stock reserved for the grant or settlement
of Awards under the Plan shall be six million (6,000,000) shares, subject to
adjustment as provided herein. Such shares may, in whole or in part, be
authorized but unissued shares or shares that shall have been or may be
reacquired by the Company in the open market, in private transactions or
otherwise. If any shares subject to an Award are forfeited, canceled, exchanged
or surrendered or if an Award otherwise terminates or expires without a
distribution of shares to the holder of such Award, the shares of Stock with
respect 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.

      Except as provided in an Award Agreement, in the event that the Committee
shall determine that any dividend or other distribution (whether in the form of
cash, Stock, or other property), recapitalization, Stock split, reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event, affects the
Stock such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of holders of Awards under the Plan, then the
Committee shall make such equitable changes or adjustments as it deems necessary
or appropriate to any or all of (i) the number and kind of shares of Stock or
other property (including cash) that may thereafter be issued in connection with
Awards, (ii) the number and kind of shares of Stock or other property (including
cash) issued or issuable in respect of outstanding Awards, and (iii) the
exercise price, grant


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<PAGE>

price, or purchase price relating to any Award.

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, conditions and restrictions relating to any Award; to
determine whether, to what extent, and under what circumstances an Award may be
settled, canceled, forfeited, exchanged, or surrendered; to construe and
interpret the Plan and any Award; to prescribe, amend and rescind rules and
regulations relating to the Plan; 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 absolute discretion, without amendment to the
Plan, (a) 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, and (b) otherwise adjust any of the terms applicable to any Award;
provided, however, in each case, that in the event of the occurrence of a Change
in Control, the provisions of Section 10 hereof shall govern vesting and
exercisability schedule of any Award granted hereunder.

      No member of the Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company shall indemnify (to the
extent permitted under Delaware law) and hold harmless each member of the
Committee and each other director or employee of the Company to whom any duty or
power relating to the administration or interpretation of the Plan has been
delegated against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of the
Committee) arising out of any action, omission or determination relating to the
Plan, unless, in either case, such action, omission or determination was taken
or made by such member, director or employee in bad faith and without reasonable
belief that it was in the best interests of the Company.

5. Eligibility.

      Awards may be granted to independent contractors and employees of the
Company or of any of its Subsidiaries and Affiliates.

6. Awards Under the Plan

            (a) Grants. The Committee may grant Options to Participants in such
      amounts and on such terms and conditions, not inconsistent with the Plan,
      as the Committee shall determine in its sole and absolute discretion.

            (b) Agreements. Each Award granted under the Plan shall be evidenced
      by an Agreement that shall contain such provisions as the Committee may,
      in its sole and absolute discretion, deem necessary or desirable. By
      accepting an Award, a Participant thereby agrees that the Award shall be
      subject to all terms and provisions of the Plan and the applicable
      Agreement.

7. Options.

            (a) Identification of Options. Each Option shall be clearly
      identified in the applicable Agreement as an Option that is not intended
      to be an "incentive stock option" within the meaning of Section 422 of the
      Code.


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<PAGE>

            (b) Exercise Price. Each Agreement with respect to an Option shall
      set forth the exercise price per share of Stock payable by the grantee to
      the Company upon exercise of the Option. The exercise price per share of
      Stock shall be determined by the Committee; provided, however, that in no
      case shall an Option have an exercise price per share of Stock that is
      less than the Fair Market Value of a share of Stock on the date the Option
      is granted.

            (c) Term and Exercise of Options.

            (1)   Unless the applicable Agreement provides otherwise, an Option
                  shall become cumulatively exercisable as to 33 1/3% percent of
                  the shares of Stock covered thereby on each of the first,
                  second and third anniversaries of the date of grant. 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. Unless the applicable
                  Agreement provides otherwise and except in the event of a
                  Change in Control, no Option shall be exercisable prior to the
                  first anniversary of the date of grant.

            (2)   An Option may be exercised for all or any portion of the Stock
                  as to which it is exercisable, provided that no Partial
                  Exercise of an Option shall be for an aggregate exercise price
                  of less than $100.00. The Partial Exercise of an Option shall
                  not cause the expiration, termination or cancellation of the
                  remaining portion thereof.

            (3)   An Option shall be exercised by delivering notice to the
                  Company's principal office, to the attention of its Secretary.
                  Such notice shall be accompanied by the applicable Agreement,
                  shall specify the number of shares of Stock with respect to
                  which the Option is being exercised and the effective date of
                  the proposed exercise and shall be signed by the Participant
                  or other person then having the right to exercise the Option.
                  Payment for 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: (i) in cash or by
                  personal check, certified check, bank cashier's check or wire
                  transfer; (ii) subject to the approval of the Committee, in
                  Stock owned by the Participant for at least six months prior
                  to the date of exercise and valued at their Fair Market Value
                  on the effective date of such exercise; or (iii) subject to
                  the approval of the Committee, by such other provision as the
                  Committee may from time to time authorize.

            (4)   Certificates for Stock purchased upon the exercise of an
                  Option shall be issued in the name of the Participant or other
                  person entitled to receive such Stock, and delivered to the
                  Participant or such other person as soon as practicable
                  following the effective date on which the Option is exercised.

            (5)   The Committee shall have the authority to specify, at the time
                  of grant or, at or after the time of grant, that a Participant
                  shall be granted a new Option (a "Reload Option") for a number
                  of shares of Stock equal to the number of shares of Stock
                  surrendered by the Participant upon exercise of all or a part
                  of an Option in the manner described in Section 7(c)(3)(ii)
                  above, subject to the availability of Stock under the Plan at
                  the time of such exercise. Reload Options shall be subject to
                  such conditions as may be specified by the Committee in its
                  discretion, subject to the terms of the Plan.

            (d) Effect of Termination of Employment.

            (1)   Unless the applicable Agreement provides otherwise, in the
                  event that the employment or consultancy (together,
                  hereinafter referred to as "employment") of a Participant with
                  the Company


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<PAGE>

                  shall terminate for any reason other than Cause, Disability or
                  death, (i) Options granted to such Participant, to the extent
                  that they are exercisable at the time of such termination,
                  shall remain exercisable until the date that is 90 days after
                  such termination, on which date they shall expire, and (ii)
                  Options granted to such Participant, to the extent that they
                  were not exercisable at the time of such termination, shall
                  expire at the close of business on the date of such
                  termination. The 90 day period described in this Section
                  7(d)(1) shall be extended to one year from such termination,
                  in the event of the Participant's death during such 90 day
                  period. Notwithstanding the foregoing, no Option shall be
                  exercisable after the expiration of its term.

            (2)   Unless the applicable Agreement provides otherwise, in the
                  event that the employment of a Participant with the Company
                  shall terminate on account of the Disability or death of the
                  Participant, (i) Options granted to such Participant, to the
                  extent that they were exercisable at the time of such
                  termination, shall remain exercisable until the first
                  anniversary of such termination, on which date they shall
                  expire, and (ii) Options granted to such Participant, to the
                  extent that they were not exercisable at the time of such
                  termination, shall expire at the close of business on the date
                  of such termination; provided, however, that no Option shall
                  be exercisable after the expiration of its term.

            (3)   In the event of the termination of a Participant's employment
                  for Cause, all outstanding Options granted to such Participant
                  shall expire as of the commencement of business on the date of
                  such termination.

8. Change in Control.

      Notwithstanding anything in the Plan to the contrary, upon the occurrence
of a Change in Control, any Award shall become fully exercisable and vested on
the date that is six (6) months from the date of the Change in Control; provided
that the Participant is (a) employed by the Company on the date of the Change in
Control and (b) employed by the Company on the date that is six (6) months from
the date of the Change in Control. In the event that a Participant is terminated
by the Company without Cause (a) in anticipation of a Change in Control, or (b)
within six (6) months following a Change in Control, such Participant's Awards
shall become fully exercisable and vested and shall remain exercisable until the
date that is six (6) months after such termination, on which date they shall
expire. Notwithstanding anything in the Plan to the contrary, upon the
occurrence of a Change in Control, the purchaser(s) of the Company's assets or
Stock may, in his, her, or its discretion, deliver to the holder of an Award the
same kind of consideration that is delivered to the stockholders of the Company
as a result of such sale, conveyance or Change in Control, or the Board may
cancel all outstanding Options in exchange for consideration in cash or in kind
which consideration in both cases shall be equal in value to the higher of (i)
the Fair Market Value of those shares of Stock or other securities the holder of
such Option would have received had the Option been exercised and no disposition
of the shares acquired upon such exercise been made prior to such sale,
conveyance or Change in Control, less the exercise price there for, and (ii) the
Fair Market Value of those shares of Stock or other securities the holder of the
Option would have received had the Option been exercised and no disposition of
the shares acquired upon such exercise been made immediately following such
sale, conveyance or Change in Control, less the exercise price therefor.

      Upon dissolution or liquidation of the Company, all Options granted under
this Plan shall terminate, but each holder of an Option shall have the right,
immediately prior to such dissolution or liquidation, to exercise his or her
Option to the extent then exercisable.

9. Rights as a Stockholder.

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


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<PAGE>

10. No Special 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 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 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.

11. Securities Matters.

      (a)   The Company shall be under no obligation to effect the registration
            pursuant to the Securities Act of any interests in the Plan or any
            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 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 Stock are traded. The
            Committee may require, as a condition of the issuance and delivery
            of certificates evidencing shares of Stock pursuant to the terms
            hereof, that the recipient of such shares of Stock make such
            agreements and representations, and that such certificates bear such
            legends, as the Committee, in its sole discretion, deems necessary
            or desirable.

      (b)   The transfer of any shares of 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 of Stock is in
            compliance with all applicable laws, regulations of governmental
            authority, the requirements of any securities exchange on which
            shares of Stock are traded. The Committee may, in its sole
            discretion, defer the effectiveness of any transfer of Stock
            hereunder in order to allow the issuance of such Stock 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.

12. Withholding Taxes.

      Whenever shares of 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. With the approval of the Committee, a
Participant may satisfy the foregoing requirement by electing to have the
Company withhold from delivery shares of Stock having a value equal to the
amount of tax to be withheld. Such shares of Stock shall be valued at their Fair
Market Value on the date of which the amount of tax to be withheld is determined
(the "Tax Date"). Fractional shares of Stock amounts shall be settled in cash.
Such a withholding election may be made with respect to all or any portion of
the Stock to be delivered pursuant to an Award.

13. Amendment or Termination of the Plan.

      The Board 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 the Board determines that such approval
is otherwise required by law or applicable stock exchange requirements. Awards
may be granted under the Plan


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<PAGE>

prior to the receipt of such 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, reduce the
Participant's rights under any outstanding Award.

14. Transfers Upon Death; Nonassignability.

      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 a Participant's lifetime, the Committee may permit the transfer,
assignment or other encumbrance of an outstanding Option. Subject to any
conditions as 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; 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 will be used for general
corporate purposes.

16. Failure to Comply.

      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 became effective on November 8, 2000 and, unless earlier
terminated by the Board, the right to grant Awards under the Plan will terminate
on the tenth anniversary of the Effective Date. Awards outstanding at Plan
termination will remain in effect according to their terms and the provisions of
the Plan.

18. Applicable Law.

      Except to the extent preempted by any applicable federal law, the Plan
will 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


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shall have no rights as a stockholder with respect to any shares of Stock
covered by any award until the date of the issuance of a certificate or
certificates to him or her for such shares of Stock.

20. Unfunded Status of Awards.

      The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Agreement
shall give any such Participant any rights that are greater than those of a
general creditor of the Company.

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. 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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