Compensation Committee Charter

Purpose
The primary purposes of the Compensation Committee (the "Committee") are to (i) assist the Board of Directors of Ampex Corporation (the "Company") in discharging its responsibilities filing reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended in respect of compensation of those officers of the Company (the "Executive Officers"), and (ii) to produce an annual report on executive compensation for inclusion in the Company's annual proxy statements.

Membership
The Committee shall consist of two or more directors, appointed by the Company's Board of Directors (the "Board"), each of whom in the judgment of the Board shall be "independent," within the meaning of all applicable rules of the Securities and Exchange Commission and any stock exchange or quotation system on which the Company's shares may be listed from time to time. A person may serve on the Committee only if he or she is a nonemployee director of the Company or its subsidiaries. The receipt of awards of stock or stock options pursuant to the Company's 2000 Stock Bonus Plan, as amended, or the Company's 1992 Stock Incentive Plan as amended, by a director as part of his or her compensation for service on the Board shall not disqualify the director from serving as a member of the Committee.

Responsibilities
The Committee is responsible for establishing the compensation (including without limitation all bonus targets) of the Chief Executive Officer based on an evaluation of his or her performance in light of predetermined goals and objectives. In addition, the principal responsibilities of the Committee are to:

1. review and approve corporate goals relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of these goals and objectives;
2. approve base salaries, salary increases, bonus targets and other remuneration for the Executive Officers, as well as any employment terms for the Executive Officers not part of the Company's standard employment terms relating to its employees generally;
3. review and approve corporate goals relevant to the compensation of the Executive Officers and evaluate the Executive Officers' performance in light of these goals and objectives;
4. make recommendations to the Board with respect to incentive compensation plans;
5. produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations;
6. perform any other activities consistent with this Charter, the Company's Bylaws and governing law as the Committee or the Board may deem appropriate.

Performance Evaluation
The Committee shall conduct an annual performance evaluation of itself.

Committee Resources
The Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting and other advisors. The Committee shall determine the funding necessary for the payment of compensation to any consultant retained to advise the Committee.

Meeting Times
The Committee shall meet at least twice each year.