**Exhibit
      10(v)**




**INSTRUMENT
      OF AMENDMENT TO THE**


**MERRIMAC
      INDUSTRIES, INC.**


**2006
      STOCK OPTION PLAN**





**WHEREAS,** Merrimac
      Industries, Inc. (the “Company”) maintains the Merrimac Industries, Inc. 2006
      Stock Option Plan (the “Plan”); and




**WHEREAS,** Section
      IX.G. of the Plan provides that the Board of Directors of the Company (the
      “Board”) may amend the Plan in certain respects; and




**WHEREAS,** the
      Board
      wishes to amend the Plan.




**NOW,
      THEREFORE,** the
      Plan
      is hereby amended, effective December 13, 2007, as follows:




1.  Section
      II of the Plan is amended by adding the following new definition immediately
      after the definition of “Act” and immediately before the definition of
“Code”:




““Administrator”
      means the Board, its Delegate or, to the extent necessary to preserve any
      exemption available to the Company from the compensation limits under Section
      162(m) of the Code, the Committee.”




2.  Section
      II of the Plan is amended by adding the following new definition immediately
      after the definition of “Continuing Directors” and immediately before the
      definition of “Disability”:




““Delegate”
      shall mean such person or persons to whom the Board has delegated authority
      with
      respect to the Plan.”




3.  The
      definition of “Fair Market Value” in Section II of the Plan is amended to read
      in its entirety as follows:




“‘‘Fair
      Market Value’’ means (a) with respect to Common Stock that is not readily
      tradeable on an established securities market, the fair market value as
      determined by the Administrator in good faith or in the manner established
      by
      the Administrator from time to time, in accordance with Section 409A of the
      Code
      and regulations thereunder; or (b) with respect to Common Stock that is readily
      tradeable on the securities market, the Closing Price on the day prior to the
      day as of which the Fair Market Value is being determined.”




4.  Section
      III of the Plan is amended to read in its entirety as follows:





“III.  Administration.





A.
      The
      Plan shall be administered by the Administrator. Among other things, the
      Administrator shall have authority, subject to the terms of the Plan, to grant
      Options, to determine the individuals to whom and the time or times at which
      Options may be granted and to determine the terms and conditions of any Option
      granted hereunder.








B.
      Subject to the provisions of the Plan, the Administrator shall have authority
      to
      adopt, alter and repeal such administrative rules, guidelines and practices
      governing the operation of the Plan as it shall from time to time consider
      advisable, to interpret the provisions of the Plan and any Option and to decide
      all disputes arising in connection with the Plan. The Administrator’s decision
      and interpretations shall be final and binding. Any action of the Administrator
      with respect to the administration of the Plan shall be taken pursuant to a
      majority vote or by the unanimous written consent of its members; provided , however ,
      that
      the Administrator shall not vote on matters relating directly to his or her
      own
      Plan benefit or participation.




C.
      The
      Administrator may employ such legal counsel, consultants and agents as it may
      deem desirable for the administration of the Plan and may rely upon any opinion
      received from any such counsel or consultant and any computation received from
      any such consultant or agent. The Administrator shall keep minutes of its
      actions under the Plan.”




5.  The
      first
      two sentences of Section IV of the Plan are amended to read in their entirety
      as
      follows:




“ All
      employees of and consultants to the Company and/or its Related Corporations,
      including officers and any director who is an employee of the Company or a
      Related Corporation, and all Non-Employee Directors, including members of the
      Board and the Committee, shall be eligible to participate in the Plan. The
      Participants under the Plan shall be selected from time to time by the
      Administrator, in its sole discretion, from among those eligible, and the
      Administrator shall determine at the time of grant, in its sole discretion,
      the
      numbers of shares to be covered by the Option or Options granted to each
      Participant.”




6.  The
      first
      sentence of Section V.B. of the Plan is amended to read in its entirety as
      follows:





“In
      the
      event the Administrator determines, in its sole discretion, that any stock
      dividend, extraordinary cash dividend (to the extent permitted by Treasury
      Regulations Section 1.162-27(e) or any successor regulations), creation of
      a
      class of equity securities, recapitalization, reclassification, reorganization,
      merger, consolidation, split-up, spin-off, combination, exchange of shares,
      warrants or rights offering to purchase Common Stock at a price substantially
      below Fair Market Value, or other similar transaction affects the Common Stock
      such that an adjustment is required in order to preserve the benefits or
      potential benefits intended to be granted under the Plan to Participants, the
      Administrator may adjust equitably any or all of (i) the number of shares of
      Common Stock in respect of which Options may be granted under the Plan to
      Participants, (ii) the number and kind of shares subject to outstanding Options
      held by Participants, and (iii) the exercise price with respect to any Options
      held by Participants, and if considered appropriate, the Administrator may
      make
      provision for a cash payment with respect to any outstanding Options held by
      a
      Participant, provided that the number of shares subject to any Option shall
      always be a whole number.”




7.  Section
      VI.A. of the Plan is amended to read in its entirety as follows:





“A.
      Subject to the provisions of the Plan, the Administrator may grant Incentive
      Stock Options and Non-Qualified Stock Options and determine the number of shares
      of Common Stock to be covered by each Option, the Option price therefor, the
      term of the Option, and the other conditions and limitations applicable to
      the
      exercise of the Option. The terms and conditions of Incentive Stock Options
      shall be subject to and comply with Section 422 of the Code, or any successor
      provision, and any regulations thereunder. Anything in the Plan to the contrary
      notwithstanding, no term of the Plan relating to Incentive Stock Options shall
      be interpreted, amended or altered, nor shall any discretion or authority
      granted to the Administrator under the Plan be so exercised, so as to
      disqualify, without the consent of the Participant, any Incentive Stock Option
      granted under the Plan to such Participant.”


2




8.  Section
      VI.B of the Plan is amended to read in its entirety as follows:





“B.
      The
      Option price per share of Common Stock purchasable under an Option shall not
      be
      less than 100% of the Fair Market Value of the Common Stock on the date of
      grant
      with respect to Incentive Stock Options, and shall be the price determined
      by
      the Administrator, which may be less than, equal to or greater than the Fair
      Market Value of the Common Stock on the date immediately preceding the date
      of
      grant but in no event less than the par value of the Common Stock, with respect to
      Non-Qualified Stock Options;provided,however,
      that,
      if the Participant owns or is deemed to own (by reason of the attribution rules
      applicable under Section 424(d) of the Code) more than 10% of the combined
      voting power of all classes of Stock of the Company or any Related Corporation
      and an Incentive Stock Option is granted to such Participant, the Option price
      per share of Common Stock purchasable under the Option shall be not less than
      110% of Fair Market Value of the Common Stock on the date of
      grant.”




9.  Section
      VI.E of the Plan is amended to read in its entirety as follows:





“E. Unless
      otherwise determined by the Administrator at the time of grant or as otherwise
      provided herein, in the event a Participant’s employment or other service with
      the Company and all Related Corporations terminates by reason of Retirement
      or
      Disability, any Option granted to such Participant which is then outstanding
      may
      be exercised at any time prior to the expiration of the term of such Option,
      or
      within three months in the case of a Disability that does not meet the
      definition of ‘‘permanent and total disability’’ under Section 22(e) of the Code
      and 12 months in case of a Disability that meets the definition of ‘‘permanent
      and total disability’’ under Section 22(e) of the Code (or such shorter period
      as the Administrator shall determine at the time of grant), following the
      Participant’s Retirement or Disability, whichever period is
      shorter.”




10.  The
      first
      clause in each of Sections VI.F, VI.G and VI.H is amended to read in its
      entirety as follows:





“Unless
      otherwise determined by the Administrator at the time of grant or as otherwise
      provided herein,”




11.  The
      last
      sentence of Section VI.I is amended to read in its entirety as
      follows:





“A
      Participant shall notify the Administrator in writing in the event that he
      or
      she disposes of Common Stock acquired upon exercise of an Incentive Stock Option
      within the two-year period following the date the Incentive Stock Option was
      granted or within the one-year period following the date of transfer to the
      Participant of Common Stock acquired upon exercise of an Incentive Stock Option
      and shall comply with any other requirements imposed by the Company in order
      to
      enable the Company to secure any related income tax deduction to which it may
      be
      entitled in such event under the Code.”




12.  Section
      VI.J of the Plan is amended to read in its entirety as follows:





“J.
      The
      Administrator may at any time accelerate the exercisability of all or any
      portion of any Option; provided , however ,
      that
      the exercisability of any Option shall not be accelerated to the extent such
      acceleration would result in liability under Section 409A of the
      Code.”




13.  The
      first
      clause of the second sentence of Section VII of the Plan is amended to read
      in
      its entirety as follows:





“Unless
      otherwise determined by the Administrator at the time of grant or as otherwise
      provided herein,”




14.  Section
      VIII.A of the Plan is amended to read in its entirety as follows:





“A. The
      Administrator shall have no authority to take any action if the authority to
      take such action, or the taking of such action, would disqualify an Option
      from
      the exemption provided by Rule 16b-3 under the Act, and any successor
      provision.”




15.  Section
      VIII.B of the Plan is amended to read in its entirety as follows:





“B.
      Each
      Option under the Plan shall be evidenced by a writing delivered to the
      Participant specifying the terms and conditions thereof and containing such
      other terms and conditions not inconsistent with the provisions of the Plan
      as
      the Administrator considers necessary or advisable to achieve the purposes
      of
      the Plan or comply with applicable tax and regulatory laws and accounting
      principles.”


3




16.  Section
      VIII.C of the Plan is amended to read in its entirety as follows:





C.
      Each
      Option may be granted alone, in addition to or in relation to any other Option.
      The terms of each Option need not be identical, and the Administrator need
      not
      treat Participants uniformly.”




17.  Section
      VIII.D of the Plan is amended to read in its entirety as follows:





“D.
      Payment of the purchase price for each share of Common Stock purchased by the
      exercise of an Option shall be made in cash or by certified or bank check.
      Notwithstanding the foregoing, to the extent permitted by the Administrator,
      all
      or part of such purchase price may be paid using shares of Common Stock owned
      by
      the Participant (the Fair Market Value of which on the date of delivery equals
      the amount of such purchase price being so paid), or other securities of the
      Company, other property or other lawful consideration (in each case, the fair
      market value of which on the date of delivery equals the amount of such purchase
      price being so paid) as the Administrator may determine. Unless otherwise
      prohibited by law for either the Company or a Participant, a Participant may
      irrevocably authorize a third party to sell shares of Common Stock (or a
      sufficient portion thereof) acquired upon exercise of an Option and remit to
      the
      Company a sufficient portion of the sale proceeds to pay the entire exercise
      price and any tax withholding resulting from such exercise. Upon notice of
      exercise of any Option by a Participant, the Administrator may elect to settle
      all or part of such Option by paying the Participant an amount in cash equal
      to
      the excess of the Fair Market Value of the Common Shares that are subject to
      such Option as of the date of exercise over the exercise price for the number
      of
      Common Shares subject to such Option which the Administrator elects to settle
      for cash hereunder.”




18.  Section
      VIII.E of the Plan is amended to read in its entirety as follows:





“Unless
      otherwise determined by the Administrator at the time of grant, in the event
      of
      a Change in Control, the Administrator may provide, in its sole discretion,
      that
      upon the occurrence of the Change in Control (i) each Option theretofore granted
      to a Participant which shall not theretofore have expired or otherwise been
      cancelled shall become immediately exercisable in full, (ii) provided that
      no
      liability results under Section 409A of the Code, each share of Common Stock
      subject to an outstanding Option granted to a Participant shall be settled
      for
      the Change in Control Price (less, to the extent applicable, the Option price
      per share of Common Stock) or, if the Option price of any Option equals or
      exceeds the Change in Control Price of the Option, then such outstanding Option
      shall be terminated and cancelled, (iii) provided that no liability results
      under Section 409A of the Code, adjust the terms of an outstanding Option
      granted to a Participant in a manner determined by the Administrator, (iv)
      provided that no liability results under Section 409A of the Code, cause an
      outstanding Option granted to a Participant to be assumed, or new rights
      substituted therefor, by another entity, or (v) provided, that no liability
      results under Section 409A of the Code, make such other provision as the
      Administrator may consider equitable and in the best interests of the
      Company.”




19.  The
      second sentence of Section
      VIII.F of the Plan is amended to read in its entirety as follows:





“In
      the
      Administrator’s sole discretion, a Participant (other than a Section 16
      Participant, who shall be subject to the following sentence) may elect to have
      such tax obligations paid, in whole or in part, in shares of Common Stock,
      including shares issuable upon exercise of the Option creating the tax
      obligation.”




20.  Clause
      (2) of Section
      VIII.G of the Plan is amended to read in its entirety as follows:





“2. an
      approved leave of absence for military service or sickness, or for any other
      purpose approved by the Company, if the Participant’s right to reemployment is
      guaranteed either by a statute or by contract or under the policy pursuant
      to
      which the leave of absence was granted or if the Administrator otherwise so
      provides in writing ”




21.  The
      first
      sentence of Section
      VIII.H of the Plan is amended to read in its entirety as follows:





“The
      Administrator may amend, modify or terminate any outstanding Option held by
      a
      Participant, including substituting therefor another Option of the same or
      a
      different type, changing the date of exercise, and converting an Incentive
      Stock
      Option to a Non-Qualified Stock Option, provided that the Participant’s consent
      to each action shall be required unless the Administrator determines that such
      amendment, modification or termination would not materially and adversely affect
      the Participant or such amendment, modification or termination is necessary
      to
      comply with applicable law including without limitation in order to avoid
      violation of Section 409A.”


4




22.  Section
      IX.E of the Plan is amended to read in its entirety as follows:





“E.
      The
      Administrator shall not be liable for any action taken or determination made
      in
      good faith with respect to this Plan; nor shall the Administrator be liable
      for
      any agreement issued pursuant to this Plan or any grants under it. The
      Administrator shall be indemnified by the Company against any losses incurred
      in
      such administration of the Plan, unless a member’s action constitutes serious or
      willful misconduct.”





**MERRIMAC
                INDUSTRIES, INC.**By:
            /s/
                Robert V. CondonName:
                Robert V. CondonTitle:    
                Vice President, Finance and
              Chief
                Financial OfficerDate:
                December 13, 2007




5