Exhibit 10.I

     THIS SEVERANCE  AGREEMENT,  dated as of January 5, 1998 (this "Agreement"),
is made by and between  Merrimac  Industries,  Inc.,  a New Jersey  corporation,
having its principal  offices at 41 Fairfield Place,  West Caldwell,  New Jersey
(the  "Company"),  and  _______________________,  residing  in the State of New
Jersey (the "Executive").

     WHEREAS,  the Company  considers it essential to the best  interests of its
shareholders  to foster the continued  employment  of key  executive  management
personnel; and

     WHEREAS,  the Board of Directors of the Company  (the  "Board")  recognizes
that, as is the case with many publicly-held corporations,  the possibility of a
Change in Control (as  defined in Section 1.3 below) of the Company  exists from
time to time and that such  possibility,  and the  uncertainty,  instability and
questions which it may raise for and among key executive  management  personnel,
may  result  in the  premature  departure  or  significant  distraction  of such
management   personnel  to  the  material  detriment  of  the  Company  and  its
shareholders; and

     WHEREAS, the Board has determined that appropriate steps should be taken to
reinforce,  focus and encourage the  continued  attention and  dedication of key
members  of the  executive  management  of the  Company  and  its  subsidiaries,
including (without  limitation) the Executive,  to their assigned duties without
distraction  in the face of potentially  disturbing or unsettling  circumstances
arising from the possibility of a Change in Control of the Company; and

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
herein contained, the Company and the Executive hereby agree as follows:

     1. Definitions.  For purposes of this Agreement,  the following terms shall
have the meanings set forth below:

          1.1 "Annual Base Salary"  shall mean the  Executive's  rate of regular
basic  annual  compensation  prior to any  reduction  under a  salary  reduction
agreement pursuant to section 401(k) or section 125 of the Internal Revenue Code
of 1986,  as  amended  from time to time  (the  "Code"),  and shall not  include
(without limitation) cost of living allowances, fees, retainers, reimbursements,
bonuses, incentive awards, prizes or similar payments.

          1.2  "Cause" for   termination  by  the  Company  of  the  Executive's
employment,  after any  Change in  Control,  shall mean (i)  willful  failure to
perform  normal  and  customary  duties for an  extended  period of time for any
reason  other than death or  disability;  or (ii)  gross  negligence  or willful
misconduct,  including  but not limited to fraud,  embezzlement  or  intentional
misrepresentation;  or (iii)  commission of, or indictment or conviction  for, a
felony; or (iv)  misappropriation  of a material  opportunity of the Company; or
(v)  willfully  engaging  in  competitive  activities  against  the  Company  or
purposely aiding a competitor of the Company;  or (vi) violation of any material
term of the Agreement and, if the violation may be cured by the  Executive,  the
failure to cure the violation within ten days after receipt of written notice of
such violation.

          1.3 "Change in Control"  shall mean and be deemed to have occurred if:
(i) any Person (as that  person is defined  in  Section  1.7  below),  who is or
becomes  the  beneficial  owner  (as that term is used in  Section  13(d) of the
Securities  and  Exchange  Act of 1934  ("the  Exchange  Act"))  of stock of the
Company  entitled to cast more than 25% of the votes at the time  entitled to be
cast  generally  for the  election  of  directors;  or (ii) more than 50% of the
members  of the  Board of  Directors  of the  Company  shall  not be  Continuing
Directors  (which term,  as used herein,  means the directors of the Company (A)
who were members of the Board of Directors of the Company on December 1, 1997 or
(B) who  subsequently  became  directors  of the Company and who were elected or
designated to be candidates  for election as nominees of the Board of Directors,
or whose election or nomination for election by the Company's  stockholders  was
otherwise approved,  by a vote of a majority of the Continuing Directors then on
the Board of Directors); or (iii) the Company is merged or consolidated with, or
in any transaction or series of transactions,  all or  substantially  all of the
business  or assets  of the  Company  shall be sold or  otherwise  acquired  by,
another corporation or entity and, as a result thereof,  the stockholders of the
Company  immediately  prior  thereto  shall not have at least 50% or more of the
combined voting power of the surviving,  resulting or transferee  corporation or
entity.
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          1.4  "Company"  shall mean  Merrimac  Industries,  Inc.,  a New Jersey
corporation,  and any  successor to its  business  and/or  assets which  assumes
(either  expressly,  by operation of law or otherwise)  and/or agrees to perform
this Agreement by operation of law or otherwise  (except in  determining,  under
Section  1.3  hereof,  whether or not any Change in Control of the  Company  has
occurred in connection with such succession).

          1.5  "Disability"  shall  mean if,  as result  of  physical  or mental
illness or injury,  the Executive is unable to perform the  essential  duties of
his position for a period of 90 days or for a period of 120 non-consecutive days
in any twelve month period, or poses a direct threat to the safety and health of
the  Executive or others and there is no  reasonable  accommodation  that can be
provided by the Company that would allow the  Executive to perform the essential
functions of the Executive's position as determined by applicable law.

          1.6 "Good Reason" for  termination by the Executive of the Executive's
employment  in  connection  with or as a result of any Change in Control,  shall
mean the occurrence  (without the Executive's  prior express written consent) of
any one of the following acts, or failures to act: (i) a material  diminution of
the  duties  and  responsibilities  of the  Executive;  or (ii) a  reduction  in
compensation  or benefits of the Executive;  or (iii) any failure by the Company
to comply with any of the provisions of this Agreement,  other than an isolated,
insubstantial  and  inadvertent  failure not occurring in bad faith and which is
remedied by the Company  promptly  after receipt of notice  thereof given by the
Executive; or (iv) any purported termination of the Executive's employment which
is not in pursuant to a Notice of  Termination  satisfying the  requirements  of
Section 3.1; or (v) the relocation of the Company's  principal executive offices
where the Executive  works to a location more than  twenty-five  (25) miles from
its  location on the date of this  Agreement  or, the  Company's  requiring  the
Executive to be based  anywhere  other than the  Company's  principal  executive
offices.  Required travel on the Company's  business to an extent  substantially
consistent  with the Executive's  business travel  obligations as of the date of
this Agreement is not a relocation event under this Agreement.

          1.7 "Person" shall have the meaning  ascribed thereto in Section 13(d)
and 14(d) in the Exchange Act provided,  however, a Person shall not include (i)
the  Company  or any of its  subsidiaries,  (ii) a  trustee  or other  fiduciary
holding  securities  under an employee benefit plan of the Company or any of its
subsidiaries (in its capacity as such), (iii) an underwriter temporarily holding
securities  pursuant to an offering of such  securities,  or (iv) a  corporation
owned,   directly  or  indirectly,   by  the  stockholders  of  the  Company  in
substantially  the same character and proportions as their ownership of stock of
the Company.

     2. Severance Payments.

          2.1  Severance.  The  Company  shall pay the  Executive  the  payments
described in this Section 2.1 (the "Severance Payments") upon the termination of
the  Executive's  employment  with the Company within one year after a Change in
Control unless such  termination is (i) by the Company for Cause, or (ii) by the
Executive  without Good Reason, or (iii) due to Executive's death or disability.
The Executive's  right to terminate the  Executive's  employment for Good Reason
shall not be affected by the  Executive's  incapacity  due to physical or mental
illness.  The Executive's  continued employment shall not constitute consent to,
or a waiver of rights  with  respect to any act or  failure to act  constituting
Good Reason hereunder.

          2.1.1 The Company  shall pay to the  Executive  for a period of twelve
months, in accordance with the Company's regular salary payment  procedures,  an
annualized amount equal to two times the Annual Base Salary of the Executive.

          2.1.2 For a  twenty-four  month period after the Date of  Termination,
the  Company  shall  arrange to provide  the  Executive  with  health  insurance
benefits  substantially  similar  to those  which  the  Executive  is  receiving
immediately prior to any Change in Control.

          2.2 Round  Down.  To the  extent  that any  payments  made  under this
Agreement  may be subject to the excise tax imposed  under  section  4999 of the
Code, the Company shall reduce the amount of such payments by the minimum amount
necessary to avoid being subject to such excise tax.


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     3. Termination Procedures.

          3.1 Notice of  Termination.  Within one year after a Change in Control
any purported termination of the Executive's  employment with the Company (other
than by reason of death) shall be  communicated by written Notice of Termination
from one party  hereto to the other party  hereto in  accordance  with Section 3
hereof.  For purposes of this Agreement,  a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied  upon,  if any,  and shall set forth in  reasonable  detail the facts and
circumstances  claimed to  provide a basis for  termination  of the  Executive's
employment  with the Company under the  provision so indicated.  For purposes of
this Agreement,  any purported  termination not effected in accordance with this
Section 3.1 shall not be considered effective.

          3.2 Date of Termination.  "Date of  Termination",  with respect to any
purported termination of the Executive's  employment with the Company within one
year of after a Change in Control shall mean (i) if the  Executive's  employment
is  terminated  for  Disability,  10 days after Notice of  Termination  is given
(provided  that  the  Executive   shall  not  have  returned  to  the  full-time
performance  of the  Executive's  duties  during such  period),  and (ii) if the
Executive's employment is terminated for any other reason, the date specified in
the Notice of  Termination  which,  in the case of a termination by the Company,
shall not be less than ten business days except in the case of a termination for
Cause and, in the case of a termination by the Executive, shall not be less than
ten business days nor more than 20 business days,  respectively,  after the date
such Notice of Termination is given.

     4. No Mitigation. The Company agrees that, if the Executive's employment is
terminated, the Executive is not required to seek other employment or attempt in
any way to reduce any amounts  payable to the Executive by the Company  pursuant
to Section 2.  Further,  the amount of any  payment or benefit  provided  for in
Section 2 (other  than  pursuant to Section  2.1.2)  shall not be reduced by any
compensation  earned by the  Executive  as the result of  employment  by another
employer,  by retirement  benefits,  or offset  against any amount claimed to be
owed by the Executive to the Company or any of its subsidiaries or otherwise.

     5. Successors; Binding Agreement.

          5.1 Successors. In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all or
substantially  all of the  business  and/or  assets of the Company to  expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place.  Failure of the Company to obtain such assumption and agreement
prior to the  effectiveness  of any such  succession  shall be a breach  of this
Agreement and shall entitle the  Executive to  compensation  from the Company in
the same  amount and on the same terms as the  Executive  would be  entitled  to
hereunder if the Executive were to terminate the Executive's employment for Good
Reason after a Change in Control,  except that, for purposes of implementing the
foregoing,  the date on which any such  succession  becomes  effective  shall be
deemed the Date of Termination.

          5.2 Binding  Agreement.  This Agreement  shall inure to the benefit of
and be  enforceable  by this  Executive's  personal  or  legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees.  If the Executive shall die while any amount would still be payable to
the Executive  hereunder  (other than amounts which,  by their terms,  terminate
upon the death of the Executive) the Executive  shall be paid, all such amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this Agreement to the executors,  personal  representatives or administrators of
the Executive's estate.

     6.  Notices.  For the  purpose  of this  Agreement,  notices  and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
certified mail,  return receipt  requested,  postage  prepaid,  addressed to the
respective addresses set forth below, or to such other addresses as either party
may have furnished to the other in writing in accordance  herewith,  except that
notice of change of address shall be effective only upon actual receipt:

To the Company:            Merrimac Industries, Inc.
                           41 Fairfield Place
                           West Caldwell, NJ 07006
                           Attn: Chief Executive Officer

To the Executive:          -----------------------------                       
                           -----------------------------
                           -----------------------------  
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     7. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the Executive and such officer as may be  specifically  designated
by the Board.  No waiver by either party hereto at any time of any breach by the
other party hereto of, or  compliance  with,  any condition or provision of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party  which  are not  expressly  set  forth in this  Agreement.  The  validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the  State of New  Jersey  without  regard to the  principles  of
conflict of laws thereof.  All references to sections of the Exchange Act or the
Code shall be deemed also to refer to and include any  successor  provisions  to
such  sections.  Any payments  provided for  hereunder  shall be paid net of any
applicable  withholding  required  under  federal,  state or  local  law and any
additional withholding to which the Executive has agreed.

     8. Validity.  The invalidity or  unenforceability  of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     9.  Counterparts.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

     10. No  Limitation.  Nothing in this  Agreement  shall prevent or limit the
Executive's  continuing or future participation in any plan, program,  policy or
practice  provided by the  Company or any of its  affiliated  companies  and for
which the Executive may qualify,  nor shall  anything  herein limit or otherwise
affect  such  rights as the  Executive  may have  under any  other  contract  or
agreement with the Company or any of its affiliated companies. Amounts which are
vested  benefits or which the  Executive is otherwise  entitled to receive under
any plan,  policy,  practice or program of or any contract or agreement with the
Company  or any of its  affiliated  companies  at or  subsequent  to the Date of
Termination shall be payable in accordance with such plan,  policy,  practice or
program  or  contract  or  agreement  except  as  explicitly  modified  by  this
Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first written above.


MERRIMAC INDUSTRIES, INC.


By:                                          
          --------------------
Name:         Mason N. Carter

Title:    Chairman and Chief Executive Officer

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