Schedule 13D Amendment No. 16

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AsM056oRYXjg3pTAZxyKNW3VVUGrqyrGukuEQH7lfNZgjAHaHUJ3801aWpmyaCQn 5KqLdLkBWzKFWbhkYslKSw== 0001193125-07-039369.txt : 20070226 0001193125-07-039369.hdr.sgml : 20070226 20070226130232 ACCESSION NUMBER: 0001193125-07-039369 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070226 DATE AS OF CHANGE: 20070226 GROUP MEMBERS: CRAIG L. MCKIBBEN GROUP MEMBERS: EDWARD J. BRAMSON GROUP MEMBERS: NEWHILL PARTNERS, L.P. GROUP MEMBERS: SHERBORNE & COMPANY INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMPEX CORP /DE/ CENTRAL INDEX KEY: 0000887433 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133667696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09690 FILM NUMBER: 07648300 BUSINESS ADDRESS: STREET 1: 1228 DOUGLAS AVENUE STREET 2: 1228 DOUGLAS AVENUE CITY: REDWOOD CITY STATE: CA ZIP: 94063-3117 BUSINESS PHONE: 650-367-2011 MAIL ADDRESS: STREET 1: 1228 DOUGLAS AVENUE STREET 2: 1228 DOUGLAS AVENUE CITY: REDWOOD CITY STATE: CA ZIP: 94063-3117 FORMER COMPANY: FORMER CONFORMED NAME: AMPEX INC /DE/ DATE OF NAME CHANGE: 19940505 FORMER COMPANY: FORMER CONFORMED NAME: AMPEX INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHERBORNE HOLDINGS INC CENTRAL INDEX KEY: 0001261346 IRS NUMBER: 133513642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 EAST 57TH ST STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129356144 MAIL ADDRESS: STREET 1: 135 EAST 57TH ST STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 16 Schedule 13D Amendment No. 16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 16)

AMPEX CORPORATION

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

032092-30-6

(CUSIP Number)

Craig L. McKibben

135 East 57^th Street, 32nd Floor

New York, New York 10022

(212) 759-6301

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

FEBRUARY 16, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


	SCHEDULE 13D
CUSIP No. 032092306		Page 2 of 12 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

	Sherborne Holdings Incorporated
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ¨
	(b) ¨

	N/A
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		54,927
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		54,927
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	54,927
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.4%
14	TYPE OF REPORTING PERSON (See Instructions)

	HC


	SCHEDULE 13D
CUSIP No. 032092306		Page 3 of 12 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

	Newhill Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ¨
	(b) ¨

	N/A
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		54,927
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		54,927
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	54,927
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.4%
14	TYPE OF REPORTING PERSON (See Instructions)

	PN


	SCHEDULE 13D
CUSIP No. 032092306		Page 4 of 12 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

	Sherborne & Company Incorporated
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ¨
	(b) ¨

	N/A
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		56,625
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		56,625
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	56,625
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.5%
14	TYPE OF REPORTING PERSON (See Instructions)

	CO


	SCHEDULE 13D
CUSIP No. 032092306		Page 5 of 12 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

	Craig L. McKibben
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ¨
	(b) ¨

	N/A
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		28,451
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		200,798
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	218,031
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.7%
14	TYPE OF REPORTING PERSON (See Instructions)

	IN


	SCHEDULE 13D
CUSIP No. 032092306		Page 6 of 12 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

	Edward J. Bramson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ¨
	(b) ¨

	N/A
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United Kingdom


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		262,093
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		262,093
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	312,093
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.0%
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

AMENDMENT NO. 16

SCHEDULE 13D

This Amendment No. 16 amends certain of the information contained in the Statement on Schedule 13D, as previously amended (the “Schedule 13D”), filed by the parties named below (collectively, the “Filing Parties”). Certain information in the Schedule 13D which has not changed since the filing of Amendment No. 15 thereto is not restated herein. Capitalized terms used but not defined herein have the meanings given to them in the Schedule 13D.

Item 1.

Security and Issuer.

The class of equity securities to which this statement relates is the Class A Common Stock, par value $0.01 per share (the “Class A Stock”), of Ampex Corporation, a Delaware corporation (the “Company”). The number of shares of Class A Stock reported as beneficially owned by each Filing Party includes all outstanding shares of Class A Stock owned directly or indirectly by the Filing Party, and all shares of Class A Stock which the Filing Party has the right to acquire within 60 days of February 16, 2007 pursuant to outstanding options, warrants, rights or convertible securities.

The Company’s principal executive office is located at 1228 Douglas Avenue, Redwood City, California 94063.

The filing of this Statement shall not be construed as an admission by any Filing Party that it is, for purposes of Section 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of any securities covered by this statement.

Item 2.

Identity and Background.

(a) through (c). This Amendment No. 16 is being filed on behalf of the Filing Parties named below, each of whom has a business address at 135 East 57^th Street, 32^nd Floor, New York, NY 10022.

Sherborne Holdings Incorporated, a Delaware corporation (“SHI”). SHI is a holding company whose principal business is the ownership of Class A Stock of the Company.

Newhill Partners, L.P. (“NLP”), a Delaware limited partnership, which owns all of the outstanding stock of SHI. NLP’s principal business is to acquire, hold and dispose of business entities, directly or through subsidiaries and holding companies. The General Partner of NLP is SCI (defined below).

Sherborne & Company Incorporated, a Delaware corporation (“SCI”), the General Partner of NLP. SCI is owned by Edward J. Bramson, who is its sole stockholder. SCI’s principal business is to act as General Partner of NLP.

Craig L. McKibben, Vice President, Treasurer, Chief Financial Officer and a director of the Company. Mr. McKibben is also an officer and a director of SHI and SCI. Mr. McKibben’s present principal occupation or employment is serving as: (i) Chief Financial Officer and a director of the Company, which is engaged in the manufacture and sale of

Page 7 of 12 Pages

specialized data recording devices and licensing of proprietary technologies, and which has an address at 1228 Douglas Avenue, Redwood City, CA 94063; and (ii) managing director of Sherborne Investors GP, LLC and Sherborne Management GP, LLC (together, “Sherborne Investors”), each of which is engaged primarily in the business of serving as general partner to the managing member and investment manager, respectively, of certain securities investment funds, and each of which has an address at 135 East 57th Street, 32nd Floor, New York, NY 10022.

Edward J. Bramson, former Chairman of the Board and Chief Executive Officer of the Company (see Item 4(d) below). Mr. Bramson is also the chief executive officer and chairman of SHI and SCI, and is a limited partner of NLP. Mr. Bramson’s present principal occupation or employment is serving as: (i) managing member of Sherborne Investors, the principal business and address of which are set forth above in subparagraph 4; (ii) Chairman of Spirent Communications, plc, a British communications technology company listed on the London Stock Exchange, with an address at Spirent House, Crawley Business Quarter, Fleming Way, Crawley, West Sussex, RH10 9QL, United Kingdom; and (iii) non-executive director of Elementis Group, plc, a global specialty chemical business, with an address at 10 Albermarle Street, London, W1S, 4BL, United Kingdom.

Peter Slusser, who is not a Filing Party, is a director of SHI and the Company. His present principal occupation or employment is serving as President and Chief Executive Officer of Slusser Associates, a private investment banking company with an address at 153 East 53rd Street, Suite 5100, New York, NY 10022.

(d) None of the Filing Parties nor Mr. Slusser has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Filing Parties nor Mr. Slusser has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. McKibben and Mr. Slusser are citizens of the United States of America. Mr. Bramson is a citizen of the United Kingdom.

Item 3.

Source and Amount of Funds or Other Consideration.

Since the date of filing of Amendment No. 15 to the Schedule 13D, the Filing Parties named herein have entered into or been subject to the following transactions in the Company’s Class A Stock, using the funds indicated below:

(a) Option Exercises under the Company’s 1992 Stock Incentive Plan, as amended (the “Stock Incentive Plan”). On or about January 4 and January 8, 2007, Mr. McKibben exercised 3,000 options and 2,000 options, respectively, granted to him under the Stock Incentive Plan for $1.15 per share. Between February 7 and February 13, 2007, Mr. McKibben exercised a total of 5,000 options granted to him under the Stock Incentive Plan for $1.15 per share. He used personal funds to pay the exercise price of these options.

Page 8 of 12 Pages

(b) Market Transactions. On or about January 4 and January 8, 2007, Mr. McKibben sold 3,000 shares and 2,000 shares of Class A Stock, respectively, in open market brokerage transactions pursuant to a Rule 10b5-1 trading plan adopted by him on November 30, 2006, at prices of $20.92 and $19.02 per share, respectively. In addition, between February 7 and February 13, 2007, Mr. McKibben sold a total 5,000 shares of Class A stock in open market brokerage transactions, pursuant to a Rule 10b5-1 trading plan adopted by him on November 30, 2006, at prices ranging from $14.80 to $16.34 per share.

Item 4.

Purpose of Transaction.

The transactions reported above in Items 3(a) and 3(b) by Mr. McKibben were effected for personal investment planning purposes.

(a) One or more of the Filing Parties named in the Schedule 13D may from time to time in the future acquire additional shares of Class A Stock, or dispose of shares of Class A Stock owned by such Filing Party, in open market or privately negotiated transactions, depending upon market conditions, personal investment considerations, or other factors.

(d) Effective as of February 16, 2007, Mr. Bramson resigned his positions as Chairman of the Board, Chief Executive Officer, President and Director of the Company, and as Co-Administrator of the Ampex Retirement Master Trust (the “Ampex Trust”), a position he previously shared with Mr. McKibben, in order to pursue other business interests.

(b), (c), (e), (f), (g), (h), (i) and (j) As set forth below in Item 5, the Filing Parties may be deemed to hold beneficial ownership of approximately 13.6% of the outstanding Class A Stock. Accordingly, the Filing Parties may be in a position to exercise significant influence on the management and affairs of the Company.

Item 5.

Interest in Securities of the Issuer.

(a) and (b). Based upon information provided to the Filing Parties by the Company’s transfer agent, as of February 16, 2007 there were 3,839,723 shares of Class A Stock outstanding. Based on that information, after taking into account the transactions described herein, the Filing Parties report the following direct and derivative holdings of Class A Stock as of February 16, 2007:

(i) SHI owns directly or through a wholly-owned subsidiary 54,927 shares of Class A Stock, representing approximately 1.4% of the outstanding Class A Stock. SHI has the sole power to direct the voting and disposition of all such shares.

(ii) NLP owns all the outstanding shares of SHI, and is deemed to be the beneficial owner of all shares beneficially owned or controlled by SHI. Accordingly, NLP is deemed to be the beneficial owner of a total of 54,927 shares, representing approximately 1.4% of the outstanding Class A Stock. NLP is deemed to have sole voting and dispositive power over all such shares.

(iii) SCI owns 1,698 shares of Class A Stock directly, and is deemed to be the beneficial owner of all shares beneficially owned by NLP (because SCI is the general partner of NLP, the sole stockholder of SHI). Accordingly, SCI is deemed to be the beneficial owner of a total of 56,625 shares, representing approximately 1.5% of the outstanding Class A Stock. SCI is deemed to have sole voting and dispositive power over all 56,625 shares.

Page 9 of 12 Pages

(iv) Mr. McKibben owns 28,451 shares of Class A Stock directly and holds options to acquire 17,233 shares of Class A Stock under the Stock Incentive Plan. In addition, Mr. McKibben serves as sole administrator of the Ampex Trust, which (based on information disclosed in the Company’s Proxy Statement dated April 14, 2006 (the “2006 Proxy Statement”) and certain other information available to this Filing Party) holds 172,347 shares of Class A Stock. Accordingly, Mr. McKibben may be deemed to be the beneficial owner of a total of 218,031 shares of Class A Stock, representing approximately 5.7% of the outstanding Class A Stock. Of that number, Mr. McKibben may be deemed to have sole voting and dispositive power over 28,451 shares; to have no voting or dispositive power over 17,233 shares underlying the options; and to have no voting power and sole dispositive power over 172,347 shares held by the Ampex Trust.

(v) Mr. Bramson owns 205,468 shares of Class A Stock directly and holds options to acquire 50,000 shares of Class A Stock under the Stock Incentive Plan. Mr. Bramson is also deemed to own beneficially a total of 56,625 shares of Class A Stock owned or controlled by SCI, NLP and SHI. As a result of his resignation as co-administrator of the Ampex Trust referred to in Item 4 above, Mr. Bramson is no longer deemed to be the beneficial owner of the 172,347 shares of Class A Stock held by the Ampex Trust. Accordingly, Mr. Bramson is deemed to be the beneficial owner of a total of 312,093 shares, representing approximately 8.0% of the outstanding Class A Stock. Of that number, Mr. Bramson may be deemed to have sole voting and dispositive power over 262,093 shares; and to have no voting or dispositive power over 50,000 shares underlying the options.

(vi) The Filing Parties named herein, collectively, may comprise a “group” within the meaning of Section 13(d)(3) of the Act, and as a group beneficially own all of the shares owned or controlled by each of the Filing Parties, representing an aggregate of 530,124 shares, or approximately 13.6%, of the outstanding Class A Stock.

(vii) Mr. Slusser, who is not one of the Filing Parties, owns 3,625 shares of Class A Stock directly (1,000 of which are restricted pursuant to a bonus award granted under the Company’s 2000 Stock Bonus Plan, as amended (the “Stock Bonus Plan”)) and holds options granted under the Stock Incentive Plan to purchase 1,000 shares of Class A Stock. Accordingly, Mr. Slusser beneficially owns a total of 4,625 shares, representing 0.12% of the outstanding Class A Stock. Mr. Slusser has sole voting and dispositive power over 2,625 shares, sole voting and no dispositive power over 1,000 shares awarded under the Stock Bonus Plan, and no voting or dispositive power over 1,000 shares underlying the options.

(c) Except as disclosed in this Amendment No. 16, none of the Filing Parties has effected any transactions in shares of Class A Stock during the past sixty days.

(d) No change.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

Item 7.

Material to Be Filed as Exhibits.

The List of Exhibits attached to this Amendment No. 16 is hereby incorporated herein by reference.

Page 10 of 12 Pages

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 26, 2007


SHERBORNE HOLDINGS INCORPORATED

By:		/s/ Craig L. McKibben
Name:		Craig L. McKibben
Title:		Vice President

NEWHILL PARTNERS, L.P., by its general partner, Sherborne & Company Incorporated

By:		/s/ Edward J. Bramson
Name:		Edward J. Bramson
Title:		President

SHERBORNE & COMPANY INCORPORATED

By:		/s/ Craig L. McKibben
Name:		Craig L. McKibben
Title:		Vice President

		/s/ Craig L. McKibben
		Craig L. McKibben

		/s/ Edward J. Bramson
		Edward J. Bramson

Page 11 of 12 Pages

LIST OF EXHIBITS

Amendment No. 16 to Schedule 13D


Exhibit No.		Exhibit Description
1*		Separation and Consulting Agreement dated as of February 16, 2007, between the Company and Mr. Bramson.

*	Filed herewith.

Page 12 of 12 Pages

EX-1 2 dex1.htm SEPARATION AND CONSULTING AGREEMENT Separation and Consulting Agreement

EXHIBIT 1

SEPARATION AND CONSULTING AGREEMENT

(“Agreement”)

Ampex Corporation, a Delaware corporation (the “Company”), and Edward J. Bramson, an individual (“Bramson”), agree as follows:

1. Resignation of Employment, Offices, and Authorities. Bramson hereby resigns his employment with the Company and from all offices, directorships, and administrative positions he holds with the Company and its subsidiaries, including as co-administrator of the Ampex Retirement Master Trust, effective as of February 16, 2007 (the “Effective Date “). Bramson will receive his base salary through the Effective Date. Bramson further agrees and acknowledges that as of the Effective Date, he will no longer have any authority to make or enter into any agreements, commitments, or representations on behalf of the Company, and he will no longer have any signing or other authority on the Company’s accounts, trusts, books, or records.

2. Separation Benefits. In exchange for his execution of this Agreement and the promises he makes herein, the Company will:

Continue Bramson’s group health insurance coverage, pursuant to Section 4980B of the Internal Revenue Code (“COBRA”), if eligible, at the Company’s expense, for a period beginning on the Effective Date and ending on March 31, 2008, after which date Bramson may continue such coverage at his own expense for the remainder of the COBRA continuation period pursuant to applicable law.

Permit Bramson the continued use of (i) his existing Company office and adjacent conference room at 135 East 57th Street, New York, New York, on an exclusive basis subject to the balance of this paragraph, and (ii) in lieu of severance due Bramson’s under the Company’s employment practices, an executive assistant (whose salary and benefits shall continue to be paid/provided by the Company), through March 31, 2008. Bramson’s rights under this paragraph are subject to any applicable lease, building rules, and workplace policies, and further subject to the right of the Company’s Board of Directors to use the conference room and shall not be construed to modify the terms of the Office Sharing Agreement between the Company and Sherborne Investors Management LP, dated as of November 30, 2006.

Except as modified in this Agreement, Bramson’s rights under the Company’s 1992 Stock Incentive Plan (“1992 Plan”) will remain as stated under the terms and conditions of that plan. The Company will use reasonable efforts to keep in effect any registration statements covering Company stock and stock options owned by Bramson and will cooperate with Bramson with respect to the sale of his Company stock to the extent consistent with applicable securities laws and regulations. In addition, the Company will pay Bramson for any accrued but unused vacation days in accordance with Company policy.

3. Consulting Relationship. In further exchange for the benefits provided to him under this Agreement, Bramson agrees to make himself available, at mutually convenient times upon reasonable notice, to provide part-time consulting services of up to five hours per month (“Consulting Services”) to the Company from the Effective Date through March 31, 2008 (the “Consulting Period”), in accordance with this Section 3.

Consulting Services. Bramson shall render the Consulting Services at such times, on such matters, and in such manner as the Company’s Board of Directors (the “Board”) or its designee may reasonably request.

Expenses. The Company agrees to reimburse Bramson for reasonable and necessary out-of-pocket business expenses incurred by him in connection with the performance of the Consulting Services.

Independent Contractor Relationship. Bramson agrees and acknowledges that in performing the Consulting Services, he will be acting as an independent contractor with respect to the Company, and not as an employee, agent, partner, or joint venturer of the Company. Bramson will bear sole responsibility for maintaining his own unemployment insurance, workers’ compensation insurance, and liability insurance, during the Consulting Period.

4. No Further Benefits. Bramson understands and agrees that the consideration provided to him under the terms of this Agreement is in addition to anything of value to which he is otherwise entitled. Bramson represents, warrants, and acknowledges that the Company owes him no wages, compensation, or payments or form of remuneration of any kind or nature, including any salary, bonus or incentive compensation, other than as specifically provided for in this Agreement or in a subsequent written agreement between him and the Company, or as otherwise vested under the terms of any Company benefit plan.

5. Non-Competition. Bramson agrees that, during the Consulting Period and for one year thereafter, he will not, without the prior written consent of the Company, accept any employment; provide any services, advice or information; or assist or engage in any activity (whether as an employee, consultant, or in any other capacity, whether paid or unpaid) with any Competing Business (as defined below). For the purposes of this Agreement, “Competing Business” means any person or entity engaged in (i) the licensing of intellectual property to digital video recorder manufacturers or (ii) the manufacture or sale of digital data storage devices for the defense or aerospace industries.

This Section 5 shall survive the termination of this Agreement and the Consulting Period. Bramson acknowledges that (a) this section’s terms are reasonable and necessary to protect the Company’s legitimate interests, (b) this section’s restrictions will not prevent him from earning or seeking a livelihood, (c) this section’s restrictions shall apply wherever permitted by law, and (d) the violation of any of this section’s terms may irreparably harm the Company. Accordingly, Bramson agrees that, if he violates any of the provisions of this section, the Company shall be entitled to, in addition to any other remedies available to it, an injunction to be issued by any court of competent jurisdiction restraining Bramson from committing or continuing any such violation, without the need to prove the inadequacy of money damages or post any bond or for any other undertaking.

-2-

6. Return of Company Property. As soon as possible following the Effective Date, Bramson will deliver to the Company all Company property in his possession or control, including any documents, data, drawings, manuals, letters, notes, reports, electronic mail, recordings, or other property of or pertaining to the Company or any Company affiliate.

7. Prior Agreement. Bramson expressly acknowledges his continuing obligations under his Employee Discovery and Proprietary Information Agreement with the Company dated June 14, 1995 (“Proprietary Information Agreement”), which is hereby incorporated by reference into, and which will survive, this Agreement.

8. Bramson’s Release of Claims. In exchange for the benefits provided to Bramson under this Agreement, Bramson irrevocably and unconditionally forever releases and discharges the Company and its subsidiaries, and their successors and assigns, and each of their current and former employees, officers, directors, owners, shareholders, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs) (collectively, the “Released Parties”) from all actual or potential, known or unknown claims that Bramson presently may have against them, including but not limited to any arising out of his employment with, and resignation from, the Company. The claims that Bramson is releasing include, for example and without limitation, claims under any federal, state or local common law, statute, regulation or law of any type, including claims of employment discrimination (including under the Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act (ADA), the Employee Retirement Income Security Act of 1974 (ERISA), and similar state or local laws, such as the New York State and City Human Rights Laws) or for breach of contract; any claims arising under or otherwise related to any other written or oral agreement between him and the Company; and claims for any other or further compensation, payments or benefits of any kind from any Released Party; provided, however, that the general release set forth in this section is not intended to, and will not operate to, waive or limit any existing rights Bramson may have (i) to vested benefits under any Company policy or plan, including the 1992 Plan, or (ii) to indemnification under the Indemnification Agreement between the Company and Bramson dated as of March 11, 1992, the Company’s charter or bylaws, or otherwise by operation of law.

9. Company’s Release of Claims. In exchange for the benefits provided to it under this Agreement, the Company irrevocably and unconditionally forever releases and discharges Bramson and his successors and assigns from all actual or potential, known or unknown claims that the Company presently may have against Bramson, including but not limited to any arising out of his employment with, and resignation from, the Company.

10. Cooperation. Bramson agrees that he will assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent

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such claims, investigations or proceedings are related to services performed or required to be performed by him, knowledge possessed by him, or any act or omission by him. The Company agrees to reimburse Bramson for any reasonable and necessary out-of-pocket expenses he may incur in complying with this Section 10 at the request of the Company, provided that such expenses are not incurred without the Company’s prior written approval.

11. Non-Disparagement. Bramson agrees not to criticize, denigrate, or otherwise disparage the Company or any Released Party. The Company agrees that it will not issue any statements that publicly criticize, denigrate, or otherwise disparage Bramson.

12. Insurance. The Company agrees to use commercially reasonable efforts to maintain its current directors and officers insurance in effect for at least five years after the Effective Date and to maintain Bramson’s eligibility for coverage thereunder. To the extent that such insurance is longer available to the Company at commercially reasonable terms during this time period, the Company will use commercially reasonable efforts to continue Bramson’s coverage on the same terms and conditions as other covered executives.

13. Arbitration of Disputes. Except as expressly prohibited by law and except for the Company’s right to seek injunctive relief as set forth in Section 5, all disputes between the Company and Bramson (“Arbitrable Disputes”) are to be resolved by final and binding arbitration in accordance with this Section 13. This section shall remain in effect after the termination of this Agreement or the expiration of the Consulting Period.

Scope of Agreement. This arbitration agreement applies to, among other things, disputes concerning Bramson’s employment with and/or resignation from the Company; the validity, interpretation, enforceability or effect of this Agreement or alleged violations of it; claims of discrimination under federal or state law; or other statutory or common law claims.

The Arbitration. The arbitration shall take place under the auspices of the American Arbitration Association (“AAA”) in New York City and conducted in accordance with the AAA’s National Rules for the Resolution of Employment Disputes then in effect before an experienced employment law arbitrator licensed to practice law in that jurisdiction who has been selected in accordance with such rules. The arbitrator may not modify or change this Agreement in any way except as expressly set forth herein. The arbitration shall be governed by the substantive law of the State of New York (excluding where it mandates the use of another jurisdiction’s laws).

Fees and Expenses. The party initiating the arbitration shall pay the initial filing fee, after which each party shall pay the fees of their attorneys, the expenses of its witnesses, and any other costs and expenses that the party incurs in connection with the arbitration. All other costs of the arbitration, including the fees of the arbitrator, the cost of any record or transcript of the arbitration, administrative fees and other fees and costs shall be paid one half by the Company and one half by the Bramson. Notwithstanding the foregoing, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees (in addition to any other damages, expenses or relief awarded) to the prevailing party.

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Exclusive Remedy. The arbitration in this manner shall be the exclusive remedy for any Arbitrable Dispute.

Judicial Enforcement. Nothing in this Section 13 shall preclude any party to this agreement from seeking judicial enforcement of an arbitrator’s award. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

14. Entire Agreement. This Agreement constitutes the entire agreement between Bramson and the Company with respect to the subject matter hereof.

15. Modifications. No provisions of this Agreement may be modified, waived, amended or discharged except by a written document signed by Bramson and a duly authorized Company officer.

16. Successors. This Agreement binds Bramson’s heirs, administrators, representatives, executors, successors, and assigns, and will inure to the benefit of such individuals and entities. This Agreement binds the Company’s and the Released Parties’ respective heirs, administrators, representatives, executors, successors, and assigns, and will inure to the benefit of such individuals and entities.

17. Validity and Waiver; Severability. 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. A waiver of any conditions or provisions of this Agreement in a given instance shall not be deemed a waiver of such conditions or provisions at any other time. If any of the provisions, terms or clauses of this Agreement are declared illegal, unenforceable or ineffective in a legal forum, those provisions, terms and clauses shall be deemed severable, such that all other provisions, terms and clauses of this Agreement shall remain valid and binding upon both parties.

18. Choice of Law and Venue. The validity, interpretation, construction, and performance of this Agreement shall be governed by the substantive law of the State of New York (excluding where it mandates the use of another jurisdiction’s laws).

19. Interpretation. This Agreement shall be construed as a whole according to its fair meaning, and shall not be construed strictly for or against Bramson or the Company. Unless the context indicates otherwise, the singular or plural number shall be deemed to include the other. Section headings are intended solely for convenience of reference only and shall not be a part of this Agreement for any other purpose.

20. Tax Withholding. The Company will withhold taxes and report amounts to tax authorities as it determines it is required to do. Bramson shall bear sole responsibility for payment of any federal, state, or local income or other taxes or related penalties associated with his current or future receipt of any amounts pursuant to this Agreement, and the Company shall have no obligation to mitigate or hold him harmless from any such tax liabilities.

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21. Review and Revocation Period. Bramson hereby acknowledges and agrees that: (a) he was given 21 days to review this Agreement before signing it; (b) he was encouraged to discuss this Agreement with his attorney at his own expense, if he chooses to do so; (c) he is aware that by signing this Agreement that he will be waiving both known and unknown claims; (d) he may revoke this Agreement within seven days of signing it by delivering written notice of such revocation to the General Counsel of the Company; (e) if he revokes this Agreement, he will not receive the special payments or benefits described in it; and (f) he has carefully read this Agreement, fully understands what it means, and is entering into it voluntarily.


Dated: February 20, 2007		/s/ Edward J. Bramson
		EDWARD J. BRAMSON

Dated: February 20, 2007		AMPEX CORPORATION

		/s/ Joel D. Talcott
	By:	JOEL D. TALCOTT
	Title:	VICE PRESIDENT/GENERAL COUNSEL

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