**Exhibit
      10(w)**




**INSTRUMENT
      OF AMENDMENT TO THE**


**MERRIMAC
      INDUSTRIES, INC.**


**2006
      KEY EMPLOYEE INCENTIVE PLAN**








**WHEREAS,** Merrimac
      Industries, Inc. (the “Company”) maintains the Merrimac Industries, Inc. 2006
      Key Employee Incentive Plan (the “Plan”); and




**WHEREAS,** Section
      VIII.B. 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:




3.  Section
      II of the Plan is amended by adding a new subsection A to read in its entirety
      as follows, and renumbering existing subsections “A” through “P” as subsections
“B” through “R”:




“A.
      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.”




4.  Section
      II of the Plan is amended by adding a new subsection L to read in its entirety
      as follows, and renumbering subsections “L” through “R” (as renumbered by
      Paragraph 1 of this Amendment) as “M” through “S”:




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




3.  Clause
      (a) of Section II.O of the Plan (as renumbered by Paragraphs 1 and 2 of this
      Amendment) is amended to read in its entirety as follows:




“(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;”




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




“III. Administrator .    The
      Plan shall be administered by the Administrator.”




5.  Section
      IV of the Plan is amended to read in its entirety as follows:







“IV. Administration .    Within
      90 days of the Effective Date, the Committee determined the Participants and
      allocated to each Participant the percentage share (the ‘‘Award Percentage’’) of
      the restricted shares (the ‘‘Restricted Shares’’) that will be granted to such
      Participant in the event that the Company achieves the performance goals
      provided in Section 5. [In making such determinations, the Committee took into
      account the nature of the services rendered by the respective Participants,
      their present and potential contributions to the success of the Company and
      its
      subsidiaries and such other factors as the Committee in its discretion deemed
      relevant.] Subject to the express provisions of the Plan, the Administrator
      shall have complete authority, in its discretion, to interpret the Plan, to
      prescribe, amend and rescind rules and
      regulations relating to it and to make all other determinations necessary or
      advisable for the administration of the Plan including the requirement that
      Participants enter into agreements reflecting such terms, conditions and
      restrictive covenants applicable with respect to the Restricted Shares and
      any
      consideration therefor (including
      non-competition/non-solicitation/confidentiality arrangements), as the
      Administrator shall deem appropriate. The Administrator’s determinations on the
      matters referred to in this Section 4 shall be conclusive. Any dispute or
      disagreement which may arise hereunder, or as a result of, or with respect
      to,
      any Restricted Shares shall be determined by the Administrator, in its sole
      discretion, and any interpretations by the Administrator of the terms thereof
      shall be final, binding and conclusive.”




6.  Section
      V.F of the Plan is amended to read in its entirety as follows:




“F.
      Adjustments.    In the event of any change in corporate
      capitalization, such as a stock dividend, stock split or a corporate
      transaction, such as a merger, consolidation, separation, including a spin-off,
      or other distribution of stock or property of the Company (including, to the
      extent permitted by Treasury Regulations Section 1.162-27(e) or any successor
      regulations, any extraordinary cash dividend), any reorganization (whether
      or
      not such reorganization comes within the definition of such term in Section
      368
      of the Code) or any partial or complete liquidation of the Company, the
      Administrator may make
      such
      substitution or adjustments in the aggregate number and kind of shares available
      for issuance under the Plan, to the extent necessary to account for any such
      change in corporate capitalization and/or such other equitable substitution
      or
      adjustments as it may determine to be appropriate in its sole
      discretion.”




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




“B.
      Holding of Shares.    The Administrator may require that the
      certificates evidencing such shares be held in custody by the Company until
      the
      restrictions thereon shall have lapsed and that, as a condition of any issuance
      of Restricted Shares to a Participant, such Participant shall have delivered
      to
      the Company a stock power, endorsed in blank, relating to such Restricted
      Shares.”




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




“F.
      Waiver of Restrictions.    The Administrator shall have the
      discretion to waive, in whole or in part at any time, any or all remaining
      restrictions with respect to any or all of a Participant’s Restricted
      Shares.”




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




“VII. Tax
      Withholding .    No
      later than the date as of which an amount first becomes includible in the gross
      income of a Participant for federal income tax purposes with respect to any
      grant of Restricted Shares or the vesting of Restricted Shares, such Participant
      shall pay to the Company, or make arrangements satisfactory to the Company
      regarding the payment of, any federal, state, local or foreign taxes of any
      kind
      required by law to be withheld with respect to such amount. To the extent
      determined by the Administrator, withholding obligations may be settled with
      Common Stock, including Common Stock that is part of the grant of Restricted
      Shares. The Company shall, to the extent permitted by law, have the right to
      deduct any such taxes from any payment otherwise due to such Participant. The
      Administrator may establish such procedures as it deems appropriate, including
      making irrevocable elections, for the settlement of withholding obligations
      with
      Common Stock.”


2




10.  Section
      X
      of the Plan is amended to read in its entirety as follows:




“X. Compliance
      With Securities Laws .    The
      Administrator may require each Participant to represent to and agree with the
      Company in writing that such person is acquiring any Restricted Shares without
      a
      view to the distribution thereof. The certificates for such shares may include
      any legend which the Administrator deems appropriate to reflect any restrictions
      on transfer. Notwithstanding any other provision of the Plan, the Company shall
      not be required to issue or deliver any certificate for shares of Common Stock
      under the Plan prior to fulfillment of all of the following
      conditions:





A.
      listing or approval for listing upon notice of issuance of such shares on the
      American Stock Exchange or such other securities exchange as may at the time
      be
      the principal market for the Common Stock;





B.
      any
      registration or other qualification of such shares under any state or federal
      law or regulation or the maintaining in effect of any such registration or
      other
      qualification which the Administrator shall, in its absolute discretion upon
      the
      advice of counsel, deem necessary or advisable; and





C.
      obtaining any other consent, approval or permit from any state or federal
      governmental agency which the Administrator shall, in its absolute discretion
      upon the advice of counsel, determine to be necessary or
      advisable.”




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




3