Exhibit 10.9
**EMPLOYMENT AGREEMENT**
     This Employment Agreement, made as of January 1, 2003, by and betweenThomas Viertel, residing at 333 West 56th Street, New York, New York 10019(“Executive”) and PRESIDENTIAL REALTY CORPORATION, a Delaware corporationhaving offices at 180 South Broadway, White Plains, New York 10605 (“Employer”or the “Company”);
**W I T N E S S E T H:**
     WHEREAS, Employer is desirous of employing Executive as its Executive VicePresident; and
     WHEREAS, Executive desires to render such services to Employer.
     NOW, THEREFORE, in consideration of the premises and the mutual covenantsherein set forth, the parties hereto agree as follows:
     **1.     Employment.** Employer hereby employs Executive as its Executive VicePresident, and Executive hereby accepts such employment, upon the terms andconditions hereinafter set forth.
     **2.     Duties.**
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     (a)  In his capacity as Executive Vice President of Employer, Executiveshall perform for Employer the executive, administrative and technical dutiescustomarily associated with such position, as well as such other dutiesreasonably consistent therewith as may be reasonably assigned to Executive fromtime to time by the President or Board of Directors of Employer; provided,however, that the duties assigned shall be of a character and dignityappropriate to a senior executive of a corporation and consistent withExecutive’s experience, education and background.
     (b)  Except as otherwise set forth in this paragraph, (i) Executive shalldevote his full time and efforts during normal business days and hours to theperformance of this Employment Agreement and (ii) Executive shall not engage inthe real estate business or in any other business which conflicts with orcompetes in any material way with the business of Employer. Notwithstandingthe foregoing, (x) Executive may devote reasonable time and efforts duringnormal business days and hours to the business of Scorpio Entertainment, Inc.and Scorpio Ventures, Inc. (collectively “Scorpio”) pursuant to theOption/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio,Steven Baruch, Thomas Viertel and Jeffrey F. Joseph, as modified by certainagreements dated as of August 1, 1996 between such parties (the “OptionAgreement”) and the Employment Agreement between Executive and Scorpio executedpursuant to the Option Agreement and (y) Executive may devote such time andefforts to winding up the business of Ivy
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Properties Ltd. and its affiliates (collectively, “Ivy”) as Executive deemsreasonably necessary; so long as, in either case, the devotion of such time andeffort does not conflict (without independent committee review) or interferewith Executive’s performance of his duties as Executive Vice President ofPresidential and in fact Executive does diligently perform his duties asExecutive Vice President of Presidential to the satisfaction of the Board ofDirectors of Employer. During the term of this Employment Agreement, Employerwill permit Executive, at no cost to Executive, to utilize his office space tocarry on the business of Scorpio to the extent permitted by this paragraph (b),provided however that Executive and/or Scorpio will pay, or reimburse Employerfor, the direct costs for duplicating, telecopying, telephone and otherbusiness expenses used by Scorpio in a manner reasonably satisfactory toEmployer.
     **3.     Term.**
     (a)  This Employment Agreement shall commence on the date hereof and shallcontinue until December 31, 2005, unless terminated earlier in accordance withthis Employment Agreement.
     (b)  This Employment Agreement may be terminated at any time by Employerfor “cause,” as defined herein. For the purpose of this Employment Agreement,termination of Executive’s employment shall be deemed to have been for “cause”only if termination of his employment shall have been the result of (i) theconviction of Executive of any crime constituting a felony or any other crimeinvolving moral turpitude, (ii) Executive’s willfulrefusal
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to follow a direction of the Board of Directors of Employer after writtennotice that such continued refusal shall result in termination of hisemployment for cause, or (iii) Executive’s failure to fulfill his dutieshereunder as is required by Section 2(b) above after written notice that suchcontinued failure shall result in termination of his employment for cause.
     (c)  This Employment Agreement may also be terminated by Employer as setforth in Section 11 below.
     **4.     Compensation.** Employer shall pay to Executive inconsideration of the services to be rendered hereundercompensation in the form of a salary:
     (a)  for the period beginning on the date hereof andending on December 31, 2003, at the annual rate of One HundredEighty Nine Thousand Three Hundred Sixteen and 9/100 ($189,316.09) Dollarstimes the Cost of Living Adjustment Factor (as hereinafter defined);
     (b)  for the calendar year beginning on January 1, 2004 and ending onDecember 31, 2004, in an amount equal to the salary paid for the calendar yearbeginning January 1, 2003 and ending on December 31, 2003 times the lesser of(i) 1.05 and (ii) the Cost of Living Adjustment Factor; and
     (c)  for the calendar year beginning on January 1, 2005 and ending onDecember 31, 2005, in an amount equal to the salary paid for the calendar yearbeginning on January 1, 2004 and
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ending on December 31, 2004 times the lesser of (i) 1.05 and (ii) the Cost ofLiving Adjustment Factor.
     The salary for all such periods shall be paid less appropriate deductions,if any, for federal, state and city income taxes, FICA contributions, N.Y.S.disability and any other deductions required by law.
     The Cost of Living Adjustment Factor as it is applied in calculatingcompensation payable to Executive for any period referred to above (andretirement compensation payable to Executive for any period described inSection 12 below) shall be the sum of (x) one (1) plus (y) a fraction (A) whichhas as its numerator the amount, if any, by which the Revised Consumer PriceIndex for Urban Wage Earners and Clerical Workers for the New York-Northern NewJersey area (1982-84=100), published by the U.S. Department of Labor Statistics(the “Index”) for the last calendar month preceding the commence-ment of suchperiod (which will be December in each case of annual salary described in thisSection 4) (the “Increase Index Month”) exceeds the Index for the calendarmonth occurring one year prior to the Increase Index Month (the “Base IndexMonth”), and (B) which has as its denominator the Index for the Base IndexMonth.
     In the event that the Index is converted to a different standard referencebase or otherwise revised, the determination of increased compensation underthis Section 4 and/or retirement compensation under Section 12 shall be madewith the use of such conversion factor, formula or table for converting theIndex as
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may be published by the Bureau of Labor Statistics or, if said Bureau shall notpublish the same, then with the use of such conversion factor, formula or tableas may be published by Prentice-Hall, Inc., or any other nationally recognizedpublisher of similar statistical information. If the Index ceases to bepublished, and there is no successor thereto, such other index as Executive andEmployer shall agree upon in writing shall be substituted for the Index. IfExecutive and Employer are unable to agree as to such substituted index, suchsubstituted index shall be that determined by arbitration in accordance withtheprocedures of the American Arbitration Association.
     In the event that the Index is not available for any month provided forabove, the next available Index shall be used instead, and if the nextavailable Index is available following a payment for which an adjustment shouldhave been, then a retroactive adjustment shall also be made.
     (b)  Executive’s compensation shall be payable in equal installments inarrears, in the same frequency as other senior officers of Employer are paid,but in any event not less frequent than twenty-six (26) bi-weekly installments.
     **5.     Indemnification.** The Indemnification Agreements previously executed byExecutive and Employer shall remain in full force and effect during the term ofthis Employment Agreement.
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     **6.     Vacations.** Executive shall be entitled, during theterm of this Employment Agreement to four weeks’ vacationannually at full compensation.
     **7.     Fringe Benefits.** Executive shall be entitled, at Employer’s expense,during the term of this Employment Agreement to participate in (a) thefollowing benefit programs which Employer now maintains for its employees: (i)its Defined Benefit Pension Plan, (ii) its Section 125 cafeteria plan, (iii)its Section 401(k) plan if any, (iv) its health insurance plan for employeesonly, (v) its disability insurance plan and (vi) its group life insurance plan;and (b) all benefit programs that Employer hereafter establishes and makesavailable to either employees in general or to other senior executivemanagement (without intending to provide duplicate coverage to Executive ifEmployer makes such available to both employees in general and to seniorexecutive management). If obtainable, at Executive’s option and, if exercised,at Executive’s sole cost and expense, Employer shall include Executive’s spouseand children under the health insurance plan maintained by Employer forExecutive. In addition, during the term of this Employment Agreement, (i)Employer shall also pay for the premiums on Executive’s existing life insurancepolicy up to a maximum of $12,075 per annum and (ii) Employer shall pay and beresponsible for all costs of ownership attributable to the automobile whichEmployer currently owns and provides Executive for its use, and for anyreplacement automobile leased or purchased by Employer pursuant to Section 9below. In addition, subject to Executive providing proper documentation,Employer shall reimburse Executive for reasonable
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travel, entertainment and other expenses incurred by Executive in providingservices hereunder on behalf of Employer. Following any termination ofExecutive’s employment by Employer, to the extent permitted by law and theparty providing such benefits, Executive may, at his sole cost and expense,continue any fringe benefits, if obtainable, then being provided to Executive.
     **8.     Bonus.** (a) Subject to paragraph (b) of this Section 8, in addition tothe compensation set forth above, Executive shall be entitled to a bonuspayable with respect to each of calendar years 2003, 2004 and 2005 (each a“Bonus Year”) in an amount equal to 7.5% of the product of (i) the amount bywhich the Per Share Net Cash From Operations (as hereinafter defined) for suchBonus Year exceeds $.53 per share and (ii) the number of shares outstanding atthe end of such Bonus Year. Notwithstanding the foregoing, the bonus in anyBonus Year shall not exceed 33-1/3% of the salary compensation set forth inSection 4 for such year (prorated if any partial year is involved). The termPer Share Net Cash from operations shall mean the Net Income for such BonusYear (as shown on the Company’s Audited Financial Statements), with thefollowing adjustments, divided by the number of shares outstanding at the endof such Bonus Year.
     (i)  the addition back of any extraordinary deductions to income;
     (ii)  the addition back of depreciation of non-rental property,depreciation on rental real estate and amortization of mortgage andorganization costs;
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     (iii) with respect to the sales of property and investments, includingforeclosed property, recognized in any Bonus Year (x) there shall be deductedfrom net gain any discount or deferred gain, and (y) any depreciation taken onthe sold property during the period that it was owned by Employer shall beadded back before calculating the amount of the net loss or net gain.
     (iv)  the subtraction of all “amortization of discounts on notes and fees”which are included in Net Income.
     The Compensation Committee of Employer shall calculate the Per Share NetCash from Operations in accordance with the formula set forth above, subject tosuch adjustments for extraordinary or unforeseen transactions, including butnot limited to capital gains transactions, as in the reasonable judgment of theCompensation Committee are fair and equitable to Employer and Executive. Saidcalculations shall be made with respect to any Bonus Year without regard to thebonus payable in accordance with this Agreement (or any other employment orsimilar Agreement with senior management) attributable to said year and/orattributable to a prior year or years but paid in said year.
     The bonus for any Bonus Yearshall be paid on or before March 30th of the next following year; provided however that if by March 30th of any year thebonus for the prior Bonus Year has not been finally determined, then the bonusshall be estimated and an amount equal to the estimated bonus will be paid toExecutive on March 30th and as soon as the actual bonus is
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finally determined, the parties will make an appropriate adjustment.
     Notwithstanding any other provisions of this Agreement, in the event ofany changes in the Company’s outstanding common stock by reason of a stockdividend, recapitalization, merger, consolidation, reorganization, split up,extraordinary dividend, combination or exchange of shares, or the like, theEmployer and Executive shall, if applicable, attempt in good faith to agree onappropriate adjustments to the bonus calculations referred to in this paragraphso as to substantially carry out the intention of this Agreement.
     (b)  Notwithstanding anything in this Agreement to the contrary (i)Executive shall not be entitled to a bonus on account of any Bonus Year inwhich his employment terminates pursuant to Section 11(f) below or in which hishis employment is terminated for cause, or any Bonus Year thereafter occurring,and (ii) if this Agreement is terminated pursuant to paragraphs (b) or (d) ofSection 11 below, Executive’s bonus for the Bonus Year in which suchtermination occurs shall be prorated (x) in the case of a termination pursuantto Section 11(b), as of the date on which compensation is no longer payableunder said Section 11(b) and (y) in the case of termination pursuant to Section11(d) below, as of the end of the calendar year in which notice of terminationis given. In calculating Per Share Net Cash from Operations to any such date(if it is not the last day of a calendar year) the parties shall adjust (byprojection to said date or as of said date, as the case may be) based on theNet Income for the period ending on March 31, June 30,September 30
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or December 31 of such Bonus Year, whichever of said dates is closest to thedate with respect to which the Bonus is calculated.
     **9.     Purchaseof Replacement Automobile.** Upon the request of Executive madesubsequent to April 1, 2003, Employer shall make available to Executive a newautomobile for Executive’s use, said automobile to be of a make and modelreasonably acceptable to Executive. Said automobile shall, at Employer’soption, be either leased by Employer or purchased by Employer (title to remainin Employer’s name). The purchase price of said automobile (exclusive oftaxes), regardless of whether said automobile is purchased or leased byEmployer, shall not exceed $47,000 during the term of this contract; provided,however, that Executive may select a car costing more than $47,000 if Executivepays for the increased costs to purchase or lease such automobile. Employershall be responsible for all costs of ownership attributable to said vehicle,including but not limited to insurance, gas, oil, maintenance, repairs, etc.On the termination of Executive’s employment, if Employer has purchased thevehicle, Executive may at any time within three (3) weeks following theeffective date of termination purchase the vehicle from Employer at a priceequal to the then “blue book” value of the vehicle times a fraction, thenumerator of which is the amount paid for said vehicle by Employer, includingsales tax, “dealer prep”, etc., but excluding any contributions made byExecutive, and the denominator of which is the amount (the “Total PurchasePrice”) paid for said vehicle, including sales tax, “dealer prep” etc. and anycontributions made by Executive. In
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the event Executive does not timely purchase the vehicle and Executive has madeany contribution towards the purchase thereof, if Employer desires to retainownership of the vehicle Employer shall, within three weeks following theearlier of (i) the expiration of the aforementioned three (3) week period, or(ii) receipt of notice from Executive that he shall not purchase said vehicle,pay to Executive the “blue book value” of the vehicle, times a fraction, thenumerator of which is the amount contributed towards the purchase of saidvehicle by Executive and the denominator of which is the Total Purchase Price.If (i) Executive does not timely purchase the vehicle, and (ii) Employer doesnot desire to retain ownership and Executive has contributed towards thepurchase thereof, Employer shall promptly sell the vehicle and the partiesshall divide the actual net sales proceeds (after sales taxes and advertisingcosts, if any), with Executive receiving a fraction (being the same fractiondescribed in the immediately preceding sentence) thereof and Employer receivingthe balance. Employer agrees that the automobile presently owned or leased bythe Company and utilized by Executive, and for which Employer pays the expensespursuant to Section 7 above, may be retained or sold by Employer and Executiveshall have no interest therein.
     **10.     Stock Options.**The stock options granted by Employer to Executivepursuant to Executive’s Employment Agreement dated as of January 1, 2000 (the“Existing Stock Options”) shall remain in full force and effect on the termsset forth in said Employment Agreement. In addition, Employer agrees that fromtime to time to the extent that any Existing Stock Options are either (i)exercised by Executive or (ii) lapse, if at the time
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of any such exercise or lapse Executive is employed by Employer, Employer shall(as of the date of such exercise or lapse) grant new stock options to Executive(the “New Stock Options”) to purchase a number of shares of Employer’s Class Bcommon stock equal to the number of shares covered by the Existing StockOptions which have been exercised or have lapsed. Any New Stock Options sogranted by Employer shall be subject to the terms and conditions of theexisting Stock Option Plan dated January 1, 1999 (the “Stock Option Plan”) andon the following terms and conditions:
     (a)  the exercise price for each New Stock Option granted shall be a priceequal to the closing price of the Class B common stock of Employer on the datethe option is granted;
     (b)  each New Stock Option granted pursuant to the terms of this Section 10shall be exercisable for a period of six years from the date such option isgranted, subject to earlier termination pursuant to the terms of the StockOption Plan.
     (c)  upon termination of Executive’s employment for any reason whatsoever,the Existing Stock Options and any New Stock Options granted pursuant to theterms hereof shall terminate immediately except as provided for in the StockOption Plan.
     **11.     EmploymentTermination; Termination Benefits.** The term of employmenthereunder shall be terminated upon the first to occur of the following:
     (a)  The expiration of the term of employment pursuant to
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Section  3(a) of this Agreement.
     (b)  Executive’s death or permanent disability. “Permanent Disability”shall mean physical or mental incapacity of a nature which prevents Executive,or will prevent Executive, in the reasonable determination of the Board ofDirectors of Employer, from performing his duties under this Agreement for acontinuous period of four months or any aggregate period of six months in any12 month period. Permanent Disability shall be deemed to have occurred as ofsaid determination. If the term of employment is terminated because ofExecutive’s Permanent Disability, the Employer shall pay, when the same wouldotherwise have been payable in accordance with this Agreement, to Executive orhis representative, (i) Executive’s salary described in Section 4 above, asthen in effect, less any disability benefits payable to Executive from policiesmaintained by Employer, (ii) the bonus described in Section 8 above, subject toparagraph (b) thereof, plus (iii) Executive’s fringe benefits as described inSection 7 only (but not as described in Section 9 if the automobile in questionhad not yet been delivered to Executive as of the date of determination by theBoard), until (again subject to paragraph (b) of Section 8 with respect to anypayment pursuant to Section 8) the later to occur of (A) that day which istwenty-four (24) months after the date of determination of Executive’sPermanent Disability and (B) December 31, 2005; provided however thatsubsequent to that day which is six (6) months after the date of determinationof Executive’s Permanent Disability, the payments set forth in subparagraphs(i) and (ii) above shall be reduced to 50% of such amounts, less 100% of any
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disability payments payable to Executive from policies maintained by Employer.
     If the term of employment is terminated because of Executive’s death, theEmployer shall pay, when the same would otherwise have been payable inaccordance with this Agreement, to Executive’s beneficiary or beneficiariesdesignated in writing to the Company, or to Executive’s estate in the absenceor lapse of such designation, (i) Executive’s salary described in Section 4above, as then in effect and (ii) the bonus described in Section 8 above,(again subject to paragraph (b) of Section 8 with respect to any paymentpursuant to said Section 8), in each case for a period of six months followingExecutive’s death, whether or not the term of employment would have terminatedpursuant to Section 3(a) prior to the end of such six month period.
     (c)  Executive’s employment being terminated by the Board “for cause”pursuant to Section 3(b) of this Agreement. If Executive’s employment isterminated for cause, the Company’s only obligation to Executive shall bepayment of Executive’s salary as described in Section 4 above and fringebenefits as described in Section 7 above (but not the bonus compensation setforth in Section 8 above for any period in the year in which such terminationoccurs), as in effect at the date of termination, through the date of suchtermination. Any termination of Executive’s employment under this Section11(c) shall not affect Employer’s obligation to make the retirement paymentsset forth in Section 12(b) below.
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     (d)  Year end termination. Executive’s employment may be terminated by theCompany at December 31, 2003 or at December 31, 2004 upon written notice toExecutive given at any time prior to such dates if the Board of the Directorsof the Company in its sole discretion determines in good faith that Executivehas not diligently performed his duties as Executive Vice-President of theCompany to the satisfaction of the Board of Directors. If Executive’semployment is terminated pursuant to this paragraph (d) of Section 11,Executive shall be entitled to receive Executive’s salary per Section 4 aboveand fringe benefits per Section 7 above but not per Section 9 above (unless theautomobile described in said Section 9 was delivered to Executive prior to saidtermination without cause), which he would but for such termination havereceived hereunder during or with respect to the period ending ninety (90) daysafter the end of the calendar year in which Executive’s employment isterminated pursuant to this Section 11 (d) (and at the times provided inSection 4 hereof in the case of compensation pursuant to said Section). Anytermination of Executive’s employment under this Section 11 (d) shall notaffect the Employer’s obligation to make the retirement payments set forth inSection 12(b) below.
     (e)  Executive’s employment being terminated by the Board “without cause”.Termination “without cause” shall mean termination of the term of employment onany basis other than those provided in paragraphs (a), (b), (c), (d) or (f) ofthis Section 11. If the term of employment is terminated without cause, theBoard shall give 10 days notice thereof to Executive and Executive shall beentitled to receive Executive’s salary per
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Section 4 above, fringe benefits per Section 7 above but not per Section 9above (unless the automobile described in said Section 9 was delivered toExecutive prior to said termination without cause), and, subject to paragraph(c) of Section 10 above, all other compensation (including the bonuscompensation set forth in Section 8 above, without regard to the provisions ofSection 8(b) above) which he would have received hereunder but for suchtermination in respect of the unexpired portion of the term of employment (inthe amounts and at the times provided in Sections 4 and 8 hereof in the case ofcompensation pursuant to said Sections). Any termination of Executive’semployment “without cause” shall not affect the Employer’s obligation to makethe retirement payments set forth in Section 12(b) below.
     (f)  Upon Executive voluntarily resigning his employment hereunder. IfExecutive’s employment is terminated because Executive voluntarily resigns hisemployment hereunder, the Company’s only obligation to Executive shall be thepayment of Executive’s salary pursuant to Section 4 above and fringe benefitspursuant to Section 7 above (but not the bonus provided by Section 8 above) asin effect at the date of such termination through the effective date of suchtermination. Any termination resulting from Executive’s voluntary resignationfrom his employment hereunder shall not affect Employer’s obligation to makethe retirement payments set forth in Section 12(b) below.
     **12.     TheRetirement Period.**
     (a)  The Retirement Period shall commence on the first day
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of the first calendar month occurring after Executive’s sixty-fifth (65th)birthday, but may be postponed by mutual agreement between Executive andEmployer. The Retirement Period shall end on the day of Executive’s death.The commencement and continuance of the Retirement Period shall not depend inany way upon the existence of an active period of employment relationshipbetween Executive and Employer immediately prior to the commencement of theRetirement Period.
     (b) Commencing at the beginning of the 49th month following thecommencement of the Retirement Period, the Employer agrees to pay to Executiveeach year during the Retirement Period, in equal monthly installments, the sumof $29,000; provided, however, that the $29,000 annual payment shall beincreased annually after the first year of payment to an amount equal to theproduct derived by multiplying the payment in what is then the immediatelypreceding year by the lesser of (i) one (1) plus 50% of the “fraction” forminga part of the definition of the Cost of Living Adjustment Factor (as heretoforedefined) for the period in question, and (ii) 1.05.
     (c)  Executive’s right to receive the payments provided for in thisSection 12 (i) shall not be contestable by Employer for any reason whatsoeverand (ii) shall be in lieu of any right of Executive to receive retirementpayments under any previous employment agreement with Employer, and Executivehereby waives and relinquishes any such rights.
     (d)  Furthermore, provided that Executive continuously
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remains an employee of Employer from the date of this Employment Agreementthrough Executive’s 65th birthday, unless otherwise agreed by the parties,during the Retirement Period the Employer shall maintain in full force andeffect, Group Life policies and Major Medical and/or “medigap” policies, which(together with Medicare or other benefits which may otherwise then be availableto Executive without cost to Executive), shall provide Executive with benefitssubstantially similar to those existing for senior employees of the Company atthe time of Executive’s retirement. Executive shall continue to be responsiblefor any and all premiums attributable to Executive’s spouse and children.
     **13.     EntireAgreement; Amendment.** This Employment Agreement contains theentire agreement between the parties hereto with respect to the subject mattercontained herein. This Employment Agreement may be amended, modified orsupplemented only by written agreement of Employer and Executive expressly tothat effect.
     **14.     Waiverof Compliance.** Any failure of either party to comply with anyobligation, covenant, agreement or condition on its part contained herein maybe expressly waived in writing by the other party, but such waiver or failureto insist upon strict compliance shall not operate as a waiver of, or estoppelwith respect to, any subsequent or other failure. Whenever this EmploymentAgreement requires or permits consent by or on behalf of any party, suchconsent shall be given in writing.
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     **15.     Notices.** All notices, requests, demands and other communicationsrequired or permitted hereunder shall be in writing and shall be deemed givenif delivered by hand or five days after having been mailed, certified orregistered mail with postage prepaid: (a)  if to Employer, to: Presidential Realty Corporation180 South BroadwayWhite Plains, New York 10605Attention: Chairman of the Board of Directors with a copy to: Chairman, Compensation Committee (b) if to Executive, to: Thomas Viertel333 West 56th StreetNew York, New York 10019
     **16.     Assignment.** This Employment Agreement shall inure to the benefit ofExecutive and Employer and be binding upon the successors and general assignsof Employer. Except as expressly provided herein, this Employment Agreementand Executive’s duties hereunder shall not be assigned or delegated.
     **17.     InvalidProvisions.** If any provision hereof is held to be illegal,invalid or unenforceable under present or future laws effective during the termhereof, such provision shall be fully severable; this Agreement shall beconstrued and enforced as if such illegal, invalid or unenforceable provisionhad never comprised a part hereof; and the remaining provisions hereof shallremain in full force and effect and shall not be affected by the illegal,invalid or unenforceable provision or by its
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severance herefrom. In lieu of such illegal, invalid or unenforceableprovision there shall be added automatically as a part hereof a provision assimilar in terms to such illegal, invalid or unenforceable provision as may bepossible and be legal, valid and enforceable.
     **18.     ApplicableLaw.** This Employment Agreement shall be construed andenforced in accordance with the laws of the State of New York.
               IN WITNESS WHEREOF, the parties have executed this Employment Agreement asof the day and year first above written.   **EMPLOYER:**   PRESIDENTIAL REALTY CORPORATION   BY: ROBERT E. SHAPIRORobert E. Shapiro, Chairmanof the Board of Directors   **EXECUTIVE:**     THOMAS VIERTEL