Exhibit 10.1




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SEPARATION AGREEMENT AND GENERAL RELEASE


THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is dated as of
December 1, 2008, by and between Merrimac Industries, Inc., with offices at 41
Fairfield Place, West Caldwell, New Jersey 07006 (“Merrimac”), and Robert V.
Condon, residing at 222 Stanhope Road, Sparta, New Jersey 07871 (“Condon”).


WHEREAS, Condon’s last day of active work and employment with Merrimac was
November 6, 2008.  Since then, Condon has been receiving vacation pay as set
forth below; and


WHEREAS, Condon and Merrimac agree that it is in the best interests of both
parties to enter into this Agreement.


NOW, THEREFORE, in consideration of the premises and covenants set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Condon and Merrimac agree as follows:


1A. In consideration of Condon’s representations, acknowledgments, agreements
and obligations set forth in this Agreement, Merrimac agrees to make certain
payments (less applicable federal and state taxes and withholdings) and offer
certain benefits to Condon as follows:



  1 )
Vacation pay of forty-four (44) days commencing November 7, 2008, and payable on
a weekly basis commencing November 13, 2008, until paid in full.
  $ 31,313.92     2 )
After payment of all vacation pay in #1 above, salary continuation/severance pay
of 33.33% of weekly base salary for twenty-six (26) weeks at the rate of
$1,186.01 per week.
  $ 30,836.26     3 )
After payment of all salary continuation/severance pay in #2 above, salary
continuation/severance pay of 40% of weekly base salary for forty-three and
0.336 (43.336) weeks at the rate of $1,423.36 per week.
  $ 61,682.14     4 )
Merrimac to pay premiums for current healthcare benefits provided to Condon and
his spouse under its existing plans (as may be amended) for a period of
fifty-two (52) weeks.
  $ 12,331.08           Value                            
Total
$ 136,163.40  



1B. All salary continuation/severance payments under Par. 1A hereof shall be
payable in accordance with Merrimac's normal payroll practices.



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2A. Notwithstanding the schedule of salary continuation/severance payments set
forth in Par 1A(2) and (3) above, in the event Condon files a claim with Unum
for short term disability benefits and such claim has been denied and all
pre-litigation appeal periods have expired, or in the event Condon decides not
to file any claim with Unum for short term disability benefits, and upon
Condon’s written notice to Merrimac of the foregoing, Merrimac shall provide
salary continuation/severance pay of $92,518.40, payable at the rate of
$2,312.96 per week for forty (40) weeks, in lieu of the payments set forth in
Par. 1A(2) and (3) above; provided, however, such salary continuation/severance
pay as set forth in this Par. 2A shall only commence after the payment in full
of all vacation pay set forth in Par. 1A(1) above.  In the event any salary
continuation/severance payments have already been made to Condon, then the forty
(40) weekly payments of salary continuation/severance pay shall be equally and
proportionately reduced to account for such payments.  All salary
continuation/severance payments under Par. 2A shall be subject to applicable
federal and state tax deductions and withholdings.


2B. Except for vacation pay, Condon acknowledges that he is receiving the above
described payments and benefits under this Agreement that he would not otherwise
be entitled to receive but for the execution of this Agreement.  Condon further
acknowledges and agrees that no other wages, compensation, benefits, salary
continuation or severance pay, incentives, bonuses, commissions, vacation pay,
monies, damages or relief, of any kind or nature whatsoever, are due him.


2C. Condon understands and agrees that Merrimac shall not make any payments or
provide any benefits under this Agreement until seven (7) days after Merrimac
has received this document duly executed by Condon.  As used in this Agreement,
the term "days" shall mean calendar days.


3. In consideration of the payments and benefits to be provided under this
Agreement, Condon hereby releases and forever discharges Merrimac, its
subsidiaries, affiliates and related entities, and the present and former
officers, directors, employees, trustees, fiduciaries,  administrators, agents,
attorneys, successors and assigns of Merrimac and its subsidiaries, affiliates
and related entities (collectively, the “Releasees”), from and against any and
all claims, demands, causes of action, suits, judgments, liabilities, damages,
losses, costs and expenses, of any kind or nature whatsoever, disputed or
undisputed, known or unknown, in law or in equity, which Condon ever had, now
has, or hereafter may have against the Releasees up to the date of execution of
this Agreement, including but not limited to: (a) any and all claims arising out
of Condon’s employment with Merrimac or the termination thereof; (b) any and all
claims under Title VII of the Civil Rights Act of 1964, as amended, Civil Rights
Act of 1866, as amended, Age Discrimination in Employment Act of 1967, as
amended, Older Workers Benefit Protection Act, as amended, New Jersey Law
Against Discrimination, as amended, Employee Retirement Income Security Act of
1974, as amended, Americans With Disabilities Act of 1990, as amended, Family
and Medical Leave Act, as amended, New Jersey Family Leave Act, as amended, and
New Jersey Conscientious Employee Protection Act, as amended; (c) any and all
claims arising out of wrongful discharge, intentional or negligent infliction of
emotional distress, personal injury, pain and suffering, injury to reputation,
defamation, misrepresentation, any other negligent or intentional torts,
harassment or retaliation; (d) any and all claims arising out of oral or written
representations, agreements, promises or assurances, or  breach of any express
or implied contract; (e) any and all claims arising out of or under any of
Merrimac’s policies, plans, programs, procedures, handbooks or manuals; (f) any
and all claims arising out of or under any of Merrimac’s stock purchase, stock
option, severance, salary continuation or other incentive or compensation
policies, plans or programs; (g) any and all claims arising out of or under any
federal or state disability or handicap laws, or any and all claims against the
Releasees for short term or long term disability benefits; (h) any and all
claims arising out of or under any Merrimac sponsored life, health or other
insurance policies, plans or programs; (i) any and all claims arising out of or
under any  Merrimac benefit or leave of absence policies, plans or programs, or
any employee benefit booklets; (j) any and all claims for compensatory or
punitive damages or attorneys fees or costs; or (k) any and all claims arising
out of or under any federal, state or local constitution, statute, regulation,
rule or principle of common law.  Condon further understands and acknowledges
that he is not releasing any claims against the Releasees that may arise after
the date of execution of this Agreement. This general release excludes any claim
by Condon for accrued and vested rights under the Merrimac sponsored 401(k)
Plan, or any claim by Condon against Unum insurance carrier for short term or
long term disability benefits.  In no event shall the Releasees be liable to
Condon for any short term or long term disability benefits, or in connection
with Condon’s filing or processing any claims for any disability benefits, or
for any decisions, determinations, or denials of coverage by the Unum insurance
carrier.  Merrimac agrees to complete any forms and provide any information
reasonably required by Unum in connection with any claim by Condon against Unum
for short term or long term disability benefits under the Unum Plan.


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4. Condon acknowledges and agrees that neither this Agreement nor the execution
thereof nor the payment of any monies or provision of any benefits hereunder
shall constitute an admission of any liability or violation of any law, rule or
regulation by Merrimac, as to which Merrimac expressly denies any such liability
or violation.


5A. Condon represents that as of the date of his execution of this Agreement, he
has not filed, instituted, submitted, asserted, initiated or participated in any
claim, complaint, action, suit, proceeding, charge, investigation or grievance
against any of the Releasees in any federal, state or local court, or
administrative, regulatory or investigative agency, or board, commission,
committee, legislative body or other forum.


5B. Condon agrees that he shall fully cooperate with Merrimac in connection with
any claim, complaint, action, suit, proceeding, charge, investigation or
grievance brought by or against any of the Releasees.


5C. Condon waives and releases any right to recover any monies, compensation,
benefits, damages, penalties or other relief of any kind or nature whatsoever in
any claim, complaint, action, suit, proceeding, charge, investigation or
grievance brought by Condon, any governmental agency, any Person or Entity (as
defined below) on Condon’s behalf, or which includes Condon in any class against
any of the Releasees.


5D. Condon hereby resigns as an officer of Merrimac and shall promptly execute
and submit a formal resignation as may be requested by Merrimac.


6. Notwithstanding anything contained in this Agreement to the contrary, nothing
set forth in this Agreement shall: (a) affect the rights of the Equal Employment
Opportunity Commission to enforce applicable age discrimination laws or conduct
any investigation or proceeding, or (b) interfere with the protected rights of
Condon under the Older Workers Benefit Protection Act.


7A. As used in this Agreement, the term “Person or Entity” shall mean any
person, firm, association, partnership, company, corporation, governmental
agency or any other form of entity (collectively, “Person or Entity”), and the
term “Agreement” shall mean, collectively, this Separation Agreement and General
Release, the terms, conditions and provisions thereof, and the payments and
benefits provided thereunder.


7B. Condon agrees to keep the Agreement, and the existence thereof, in strict
confidence, and shall not disclose, directly or indirectly, the Agreement or the
existence thereof to any Person or Entity; provided, however, Condon may
disclose the Agreement: (1) as permitted under Par. 6 hereof; (2) to Condon’s
attorney, accountant, financial advisor or spouse, provided Condon informs such
Person or Entity of the confidentiality obligations of this Par. 7 and requires
such Person or Entity to comply with such confidentiality obligations; (3) to
any governmental tax authority; or (4) as otherwise required by law or validly
issued subpoena or process.  Condon represents that he has not disclosed the
Agreement, or the existence thereof, to any Person or Entity except as permitted
by this Par. 7B.


8A. Condon represents and agrees that he has not, directly or indirectly, used,
copied or disclosed to any Person or Entity (except in connection with his
duties with Merrimac), and shall not, directly or indirectly, use, copy or
disclose to any Person or Entity, any confidential, proprietary or financial
information or trade secrets of Merrimac (the “Confidential Information” as
defined below).


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8B. As used in this Agreement, the term “Confidential Information” shall include
without limitation any of Merrimac’s: (a) Multi-Mix® or other technology,
innovations, inventions, discoveries, improvements, ideas, developments,
technical or engineering information, data, data bases, software, computer
programs, drawings, plans, specifications, designs, processes, production
processes, sketches, photographs, techniques, know-how, knowledge, protocols,
procedures, test procedures, formulas, patterns, methods of doing business,
manuals, logs, prototypes or samples; (b) processes of making multi-layer
integrated circuits, or processes of making multi-function modules, or processes
of fusion bonding; (c) all other intellectual property; (d) client or customer
names, lists or information; (e) vendor or supplier names, lists, information or
purchasing systems; (f) costs, pricing, or pricing plans, strategies or
policies, or any financial reports, financial information or accounting systems;
(g) the terms of any past or current loans, credit facilities or bank
transactions; (h) sales or marketing plans, policies or strategies or any other
sales or marketing information; (i) quality control plans, strategies, policies,
procedures, protocols, tests, test results, test data or any other quality
information; (j) manufacturing plans, strategies, policies, operations or any
other manufacturing information; (k) human resources organization, plans or
policies or any other human resources information; (l) business plans,
strategies or policies or any other business information; (m) telephone or email
lists or information; or (n) any form of computer, software, electronic or other
information, records, documentation, files, reports, or notes relating to any of
the foregoing.  This includes all written, oral, electronic, computer, software,
visual or any other form or media of Confidential Information disclosed by or on
behalf of Merrimac to Condon or which Condon has created, developed, prepared or
received during his employment with Merrimac.  All Confidential Information is
and shall be the sole and exclusive property of Merrimac.  Notwithstanding the
above, this provision shall not preclude Condon from the use, copy or disclosure
of information which is in the public domain through no fault or breach of this
Agreement by Condon or from disclosure required by law or court order.


8C. In the event a subpoena or other process is issued by any Person or Entity
to Condon to produce or disclose any Confidential Information or the Agreement,
or provide testimony relating to Merrimac, Condon shall provide notice to
Merrimac with a copy of the subpoena or process at least ten (10) days prior to
the due date, and Condon shall not make any disclosure or provide any testimony
until Merrimac has had a reasonable opportunity to contest such subpoena or
process.    Nothing contained in this Agreement shall affect or impair any
rights that Condon may have to indemnification for attorneys fees, costs or
expenses pursuant to applicable statutes, or under Merrimac’s Directors and
Officers Insurance Policy, Certificate of Incorporation or Bylaws.


9. Condon represents and acknowledges that he has returned all property of
Merrimac, and all property prepared, created, developed, generated or received
by Condon relating to Merrimac during Condon’s employment with Merrimac,
including all copies or duplicates thereof.  Such property includes without
limitation any and all records, documentation, files, information, notes, plans,
policies, data, software, computers, computer user names and passwords,
voicemail codes, laptops, computer drives, computer disks, other intellectual
property, keys, identification cards, access cards, credit cards, Blackberry,
cell phones, supplies and equipment.  Condon further represents and acknowledges
that he has no custody, possession or control of any of the foregoing property.


10. To induce Merrimac to enter into the Agreement and in consideration of the
payments and benefits provided by Merrimac to Condon under the Agreement, Condon
agrees that for a period of one (1) year after his execution of this Agreement:


A. He shall not, directly or indirectly: (1) engage in any activity, business or
service on his own behalf, or provide services to, or enter the employ of, or
become an owner, partner, principal, shareholder, investor, lender or otherwise
in any Person or Entity, that in whole or in part is competitive with or adverse
to the best interests of Merrimac; (2) recruit, solicit, entice or initiate
contact with any former, current or future employees of Merrimac for the purpose
of offering employment to such employees with any other Person or Entity; or (3)
solicit, interfere with, or endeavor to entice away from Merrimac any of its
employees, customers, suppliers, consultants, or sales or field representatives.


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B. He shall not, directly or indirectly: (1) seek a position on the Board of
Directors of Merrimac; (2) solicit proxies for the election of a member of the
Board of Directors of Merrimac; (3) join with any other person to form a “group”
for purposes of participating in any registration under Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, with respect to shares of capital stock of Merrimac.


11A. Except as otherwise provided in Par. 6 hereof, Condon agrees that he shall
not, directly or indirectly, file, institute, submit, assert, initiate or
participate in any claim, complaint, action, suit, proceeding, charge,
investigation or grievance against any of the Releasees in any federal, state or
local court, or administrative, regulatory or investigative agency, or board,
commission, committee, legislative body or other forum, based on any actions or
omissions of any of the Releasees arising on or prior to the date of Condon’s
execution of this Agreement.


11B. Except as otherwise provided in Par. 6 hereof, Condon agrees that he shall
not, directly or indirectly, solicit, advise, encourage, induce, assist or
support any Person or Entity to file, institute, submit, present, assert,
initiate or participate in any claim, complaint, action, suit, proceeding,
charge, investigation or grievance against any of the Releasees in any federal,
state or local court, or administrative, regulatory or investigative agency, or
board, commission, committee, legislative body or other forum, based on any
actions or omissions of any of the Releasees arising on or prior to the date of
Condon’s execution of this Agreement.


12. Condon agrees that he shall not, directly or indirectly, publish or
otherwise communicate in any manner whatsoever any comments, statements or other
information that could reasonably be interpreted as negative, critical,
derogatory, disparaging, harmful, injurious, discrediting, belittling or
defamatory to any of the Releasees, or to any of the Releasees’ products,
services, businesses, conduct of business, financial matters, securities,
reputations or shareholders.  As used in this Agreement, the term “publish or
otherwise communicate” shall include without limitation: (a) the making of any
oral, written, visual, computer, electronic, telephonic, telegraphic or other
communication of any comments, statements or information; (b) the use of email
communications or the Internet, including without limitation the posting,
presentation, communication or other transmittal of any message, comment,
statement or information on any Internet media, sites, message boards,
platforms, blogging sites, chat rooms, websites or otherwise, or (c) any other
form of public disclosure or communication of any comments, statements or
information.


13A. Condon acknowledges that a breach of any of his representations or
agreements under Par. 5, 7, 8, 9, 10, 11 or 12 of this Agreement will cause
immediate and irreparable injury to the Releasees for which a remedy at law or
monetary damages will be inadequate.  In the event of any such actual or
threatened breach by Condon, Condon acknowledges that the Releasees shall be
entitled to temporary, preliminary and/or permanent injunctive relief: (a)
restraining such breach; (b) requiring Condon to comply with his representations
or agreements under Par. 5, 7, 8, 9, 10, 11 or 12 of this Agreement; or (c)
granting an appropriate decree of specific performance.  Such injunctive relief
shall be granted without the necessity of: (d) showing actual damages or that
monetary damages would not afford an adequate remedy at law; or (e) posting any
bond or security.


13B. In the event Condon breaches any of his representations or agreements under
Par. 5, 7, 8, 9, 10, 11 or 12 of this Agreement and any of the Releasees asserts
a claim or counterclaim or files suit against Condon due to such breach, then
any of the Releasees shall also be entitled to recover from Condon damages,
reasonable attorneys fees and costs of suit if any of the Releasees prevail in
such suit or with respect to such claim or counterclaim.  Further, in the event
Condon breaches any of his representations or agreements under Par. 5, 7, 8, 9,
10, 11 or 12 of this Agreement, Condon shall forfeit and Merrimac shall
immediately cease making or providing any further payments or benefits under
this Agreement, and Merrimac shall be entitled to recover all payments and
benefits that have been provided to Condon under this Agreement.  All rights and
remedies of the Releasees under this Agreement and at law or equity shall be
cumulative.


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14. Condon waives any claim for re-employment with Merrimac and shall not apply
for re-employment for any position.


15. Condon represents and acknowledges that in executing this Agreement, he does
not rely and has not relied upon any representation, statement, promise,
agreement or assurance made by any of the Releasees, except as specifically set
forth in this Agreement.


16. Condon acknowledges that Merrimac has entered into this Agreement in
reliance on and will, subsequent to the execution of this Agreement, reasonably
rely on each and every representation and acknowledgment made by him in this
Agreement.  Condon affirms the truthfulness of each and every representation and
acknowledgment made herein.


17. This Agreement has been negotiated and executed within the State of New
Jersey and shall be governed, construed and interpreted in all respects in
accordance with the laws of the State of New Jersey without giving effect to any
conflict of law rules.  Except for injunctive relief sought by any of the
Releasees, any action to enforce, or which arises out of, or in any manner
relates to, any of the provisions of this Agreement shall be brought exclusively
in the federal or state courts of Essex County, New Jersey.  The parties hereto
expressly consent to the jurisdiction of such courts, and to service of process
by certified mail in accordance with the notice provisions of Par. 20 hereof, or
by any other manner provided by the laws or Rules of Court of the federal or
state courts of New Jersey.


18A. Condon acknowledges that he has been given twenty-one (21) days from the
date of receipt of this Agreement to review and consider this document.  Condon
may waive his right to the full twenty-one (21) day review period and execute
and return this Agreement prior to the expiration of such twenty-one (21) day
period.  In the event Condon fails to execute and return this Agreement to
Merrimac within such twenty-one (21) day review period, then this offer and
Agreement shall be automatically withdrawn without any further notice or action
and become null and void in its entirety. Condon and Merrimac also agree that
any changes, whether material or immaterial, to this Agreement shall not restart
the running of such twenty-one (21) day period.


18B. In the event Condon fails to execute and return this Agreement within such
twenty-one (21) day review period, Condon shall not be entitled to any salary
continuation/severance payments or benefits from Merrimac.


18C. Condon understands and agrees that this Agreement shall not be effective or
enforceable for a period of seven (7) days following the date of Condon’s
execution and Merrimac’s receipt of this Agreement, and that Condon may revoke
this Agreement for any reason during this seven (7) day period by giving written
notice of revocation to Merrimac prior to the expiration of such seven (7) day
period.  In the event of such revocation, this Agreement shall become null and
void in its entirety.


19. Condon is advised to consult with an attorney of his choice at his own
expense prior to executing this Agreement.  Condon represents and acknowledges
that he has been given sufficient time and opportunity to do so, that he has
been represented by the firm of Bonny G. Rafel, LLC in this matter, and that he
has received legal advice concerning the terms, conditions and provisions of
this Agreement prior to the execution thereof.


20. Any notice required or permitted under this Agreement shall be in writing
and delivered personally or sent by certified mail, return receipt requested,
postage prepaid, addressed as follows:


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If to Condon:
Mr. Robert V. Condon
222 Stanhope Road
Sparta, New Jersey 07871




If to Merrimac:
Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, New Jersey 07006
Attn:  Ms. Adriana Mazza


21. Condon represents and acknowledges that he has read this Agreement, fully
understands all of the provisions hereof, voluntarily and knowingly agrees to
all such provisions, and executes this Agreement of his own free will without
any duress or coercion.  Condon further represents and acknowledges that no
other promise or assurance of any kind or nature whatsoever has been made by any
Person or Entity to cause him to execute this Agreement.  The enforceability of
this Agreement is expressly contingent upon Condon’s furnishing an affidavit, in
a form acceptable to Merrimac, by his physician stating that Condon is competent
to execute this Agreement.


            22. In the event any restriction or other provision of this
Agreement is held by a court of competent jurisdiction to be invalid,
unenforceable or void for any reason, but would be valid, effective and
enforceable if such restriction or provision, or part thereof, were revised or
reduced in scope, then such restriction or provision, or part thereof, shall
apply with such appropriate revision or reduction.  If such restriction or other
provision of this Agreement, or part thereof, cannot be so revised or reduced in
scope, then such restriction or other provision, or part thereof, shall be
deemed deleted and the remaining provisions of this Agreement shall continue in
full force and effect.


23. This Agreement sets forth the entire understanding between the parties
hereto and supersedes any and all prior agreements or understandings, written or
oral, between the parties hereto pertaining to the subject matter hereof.  The
parties acknowledge that there are no verbal understandings or agreements
contrary to or in addition to the terms, conditions or provisions of this
Agreement.  This Agreement shall not be modified, altered or amended unless a
writing is executed by both parties hereto.  This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and assigns.




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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
dates set forth below.




CONDON HAS READ THIS SEPARATION AGREEMENT AND
GENERAL RELEASE, FULLY UNDERSTANDS IT, VOLUNTARILY
AND KNOWINGLY AGREES TO ITS TERMS, AND SIGNS IT OF
HIS OWN FREE WILL WITHOUT ANY COERCION OR DURESS.






/s/ Robert V. Condon
Date of Execution: 12/04/2008
Robert V. Condon
 





State of New Jersey)
County of Morris)  SS:


I certify that on this 4th day of Dec., 2008, Robert V. Condon personally came
before me and acknowledged under oath, to my satisfaction, that he is the person
who executed the within document and thereupon did acknowledge that he signed
and delivered the same as his voluntary act and deed for the uses and purposes
expressed therein.


Signed and sworn to before me on
this 4th day of Dec., 2008.


/s/ Debra J. Fetchik
(Notary Public)


[Notarial Seal]








MERRIMAC INDUSTRIES, INC.:




By:
/s/ Mason N. Carter
 
Name:
Mason N. Carter
 
Title:
President & CEO
 



Date of Execution:  December 5, 2008




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