Exhibit 4.01

                                AMPEX CORPORATION
                              2000 STOCK BONUS PLAN



1.      Purpose.
        -------

        The  purpose  of  the  Plan  is  to  promote  the   interests  of  Ampex
Corporation,  a Delaware corporation (the "Corporation"),  by providing eligible
individuals with the opportunity to acquire, through stock bonus or direct stock
purchase,  a  proprietary   interest,   or  otherwise  increase  their  existing
proprietary  interest,  in the Corporation,  as an incentive for them to perform
services  for the benefit of the  Corporation  (or any Parent or  Subsidiary  as
defined below).

2.      Definitions.
        -----------

        For purposes of the Plan:

        2.1    "Board" shall mean the Corporation's Board of Directors.

        2.2    "Change in  Capitalization"  shall mean any increase or reduction
in the number of outstanding  shares of Common Stock, or any change  (including,
but not  limited  to, a change in par  value) in the  shares of Common  Stock or
exchange of shares of Common  Stock for a different  number or kind of shares or
other  securities  of  the  Corporation,   by  reason  of  a   reclassification,
recapitalization,  merger,  consolidation,  reorganization,  spin-off, split-up,
issuance of warrants or rights or  debentures,  stock  dividend,  stock split or
reverse stock split, cash dividend,  property dividend,  combination or exchange
of shares, repurchase of shares, change in corporate structure or otherwise.

        2.3    "Change of Control"  shall mean a change in  ownership or control
of the Corporation effected through any of the following:

               (a)    a merger,  consolidation or reorganization approved by the
Corporation's  stockholders,  unless  securities  representing  more than  fifty
percent (50%) of the total combined voting power of the voting securities of the
successor corporation are immediately thereafter beneficially owned, directly or
indirectly,  and in  substantially  the  same  proportion,  by the  persons  who
beneficially owned the Corporation's  outstanding voting securities  immediately
prior to such transaction;

               (b)    any stockholder-approved  sale or other transfer of all or
substantially all the Corporation's assets as an entirety;

               (c)    the acquisition,  directly or indirectly, by any person or
related group of persons (other than the  Corporation or a person that as of the
Plan Effective  Date,  directly or indirectly  controls,  is controlled by or is
under common control with, the Corporation), of beneficial ownership (within the
meaning of Rule 13d-3  under the 1934 Act) of  securities  possessing  more than
fifty (50%) of the total combined voting power of the Corporation's  outstanding
voting securities pursuant to a tender or exchange offer or otherwise; or

               (d)    a change in the  composition of the Board over a period of
thirty-six  (36)  consecutive  months or less such that a majority  of the Board
members  ceases,  by  reason  of one  or  more  contested  elections  for  Board
membership,  to be  comprised  of  individuals  who  either  (A) have been Board
members continuously since the beginning of such period or (B) have been elected
or nominated for election as Board members during such period


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by at least a majority  of the Board  members  described  in clause (A) who were
still in office at the time the Board approved such election or nomination.

        2.4    "Code" shall mean the Internal Revenue Code of 1986, as amended.

        2.5    "Committee"  shall mean a committee  as  described in Section 3.1
hereof, consisting of at least two (2) nonemployee directors (within the meaning
of Rule 16b-3 under the 1934 Act) of the  Corporation  appointed by the Board to
administer the Plan and to perform the functions set forth herein.

        2.6    "Common Stock" shall mean the Corporation's Class A Common Stock,
par value $0.01 per share.

        2.7    "Corporation"  shall  have the  meaning  set  forth in  Section 1
hereof.

        2.8    "Eligible Individual" shall mean any of the following who provide
services  to the  Corporation  (or  any  Parent  or  Subsidiary),  and  who  are
designated  by the  Committee,  in its sole  discretion,  as eligible to receive
Stock Awards under the Plan,  subject to the  conditions  set forth herein:  (i)
officers  (including  officers who serve as directors),  (ii)  employees,  (iii)
non-employee  directors,  or (iv)  consultants  or advisors,  provided that with
respect to such consultants or advisors (x) they are natural  persons,  (y) they
provide bona fide services to the Corporation (or such Parent or Subsidiary) and
(z) the services for which a Stock Award is made hereunder are not in connection
with the offer or sale of securities in a  capital-raising  transaction,  and do
not directly or  indirectly  promote or maintain a market for the  Corporation's
securities.

        2.9    "Fair Market  Value" on any date shall mean the closing  price of
the Common Stock on the last trading day  immediately  prior to such date on the
principal national  securities  exchange on which such Common Stock is listed or
admitted  to trading,  or, if such Common  Stock is not so listed or admitted to
trading,  the  arithmetic  mean of the per share closing bid price and per share
closing  asked price of the Common  Stock on the last  trading  day  immediately
prior to such date as quoted on the National  Association of Securities  Dealers
Automated  Quotation  System or such  other  market  in which  such  prices  are
regularly  quoted,  or, if there have been no published bid or asked  quotations
with  respect to the Common  Stock on such date,  the Fair Market Value shall be
the value established by the Board in good faith.

        2.10   "Grantee"  shall  mean a person  to whom a Stock  Award  has been
granted under the Plan.

        2.11   "1934 Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

        2.12   "Parent" shall mean any corporation  (other than the Corporation)
in an unbroken chain of corporations  ending with the Corporation if each of the
corporations other than the Corporation owns stock possessing 50% or more of the
combined  voting power of all classes of stock in one of the other  corporations
in such  chain.  The  Committee  shall have  authority,  at its  discretion,  to
determine that an unincorporated entity which holds, directly or indirectly,  at
least a 50% voting interest in one of the other corporation in the chain,  shall
be treated as a corporation for purposes of this definition.

        2.13   "Plan" shall mean the Corporation's 2000 Stock Bonus Plan.

        2.14   "Plan  Effective Date" shall mean June 9, 2000, the date on which
the Plan was  approved by the  affirmative  vote of the holders of a majority of
the securities of the Corporation present, or represented by proxy, and entitled
to vote at a meeting of stockholders duly held in accordance with the applicable
laws of the State of Delaware.

        2.15   "Stock  Award"  shall  mean  shares of Common  Stock or rights to
acquire  shares of Common Stock  awarded to an Eligible  Individual  pursuant to
Section 5 hereof.


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        2.16   "Subsidiary"  shall mean any  corporation in an unbroken chain of
corporations  beginning with the Corporation if each of the  corporations  other
than the last  corporation  in the unbroken  chain owns stock  possessing 50% or
more of the  combined  voting  power of all classes of stock in one of the other
corporations  in  such  chain.  The  Committee  shall  have  authority,  at  its
discretion,  to determine that an unincorporated entity in which the Corporation
holds, directly or indirectly,  at least a 50% voting interest, shall be treated
as a corporation for purposes of this definition.

        2.17   "Withholding  Taxes"  shall  mean the  Federal,  state  and local
income and employment  withholding  tax  liabilities and any other tax which the
Corporation is required by any law or regulation of any  governmental  authority
to withhold in connection with the shares of Common Stock granted hereunder.

3.      Administration.
        --------------

        3.1    The Plan shall be administered by the Committee, which shall hold
meetings at such times as may be necessary for the proper  administration of the
Plan. The Committee  shall keep minutes of its meetings.  A quorum shall consist
of not less than two (2) members of the Committee and a majority of a quorum may
authorize  any  action.  Any  decision or  determination  reduced to writing and
signed by a majority  of all of the members of the  Committee  shall be as fully
effective as if made by a majority vote at a meeting duly called and held.  Each
member of the Committee  shall be a nonemployee  director  within the meaning of
Rule 16b-3  promulgated under the 1934 Act. Such Committee members shall also be
"outside  directors" within the meaning of Section  162(m)(4)(C) of the Code and
the regulations  thereunder.  No member of the Committee shall be liable for any
action,  failure to act, determination or interpretation made in good faith with
respect to this Plan or any transaction hereunder,  except for liability arising
from his or her own willful misfeasance,  gross negligence or reckless disregard
of his or her duties.  The Corporation hereby agrees to indemnify each member of
the  Committee  for all costs and  expenses  and,  to the  extent  permitted  by
applicable  law, any liability  incurred in connection  with defending  against,
responding to,  negotiating for the settlement of or otherwise  dealing with any
claim,  cause of action or dispute of any kind  arising in  connection  with any
actions in administering this Plan or in authorizing or denying authorization to
any transaction hereunder.

        3.2    Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time to select,  upon recommendation
by the Corporation's management, those Eligible Individuals to whom Stock Awards
shall be granted  under the Plan and to determine the number of shares of Common
Stock to be granted  pursuant to each Stock Award, the  consideration  therefor,
and the terms and  conditions of each Stock Award,  including the  restrictions,
performance  criteria or vesting  schedule,  if any,  relating to such shares of
Common Stock; provided, however, that: (i) the Committee shall have the power to
fix the  purchase  price per  share of  Common  Stock  subject  to direct  stock
purchase, which may not be less than the Fair Market Value per share at the date
of  issuance;  and (ii) any Stock  Award to be granted as a bonus,  rather  than
pursuant to a direct  stock  purchase,  shall not be valued by the  Committee at
less than Fair Market Value.  Subject to Section 6 below, the purchase price for
shares of Common  Stock  sold to a Grantee  shall be  payable by or on behalf of
such Grantee to the Corporation in cash or by check.

        3.3    Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time:

               (a)    to construe  and  interpret  the Plan and the Stock Awards
granted  hereunder and to establish,  amend and revoke rules and regulations for
the  administration of the Plan,  including,  but not limited to, correcting any
defect or supplying any omission,  or reconciling any inconsistency in the Plan,
in the manner and to the extent it shall deem necessary or advisable to make the
Plan fully effective and comply with applicable law,  including Rule 16b-3 under
the Exchange  Act and the Code,  to the extent  applicable.  All  decisions  and
determinations  by the  Committee  in the exercise of this power shall be final,
binding and conclusive upon the  Corporation,  its Parent and  Subsidiaries  and
Grantees, and all other persons having any interest therein;


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               (b)    to  determine  the  duration  and  purposes  for leaves of
absence  which  may be  granted  to a Grantee  on an  individual  basis  without
constituting a termination of service for purposes of the Plan;

               (c)    to amend,  modify or cancel any  outstanding  Stock  Award
with the consent of the Grantee, or to accelerate the vesting of any Stock Award
or waive the  Grantee's  obligations  to surrender  shares or the  Corporation's
repurchase rights with respect to any Stock Award;

               (d)    to exercise its discretion  with respect to the powers and
rights granted to it as set forth in the Plan;

               (e)    generally,  to exercise  such  powers and to perform  such
acts as are deemed  necessary or advisable to promote the best  interests of the
Corporation with respect to the Plan; and

               (f)    to provide for the limited transferability of Stock Awards
to certain family members, family trusts or family partnerships of Grantees.

4.      Stock Subject to the Plan.
        -------------------------

        4.1    The stock  issuable  under the Plan shall be shares of authorized
but unissued or reacquired  Common Stock,  including  shares  repurchased by the
Corporation  on the open  market.  The maximum  number of shares of Common Stock
initially  reserved  for  issuance  over the term of the Plan  shall not  exceed
2,500,000.

        4.2    Except  for a  person  who  prior to the time of grant of a Stock
Award has not been an Eligible  Individual,  no one person  participating in the
Plan may receive  Stock Awards for more than  250,000  shares of Common Stock in
the aggregate per calendar year, beginning with the 2000 calendar year.

        4.3    Upon the  granting  of a Stock  Award,  the  number  of shares of
Common  Stock  available  under  Section 4.1 hereof for the  granting of further
Stock Awards shall be reduced by the number of shares of Common Stock in respect
of which the Stock Award is granted.  Unvested  shares issued under the Plan and
subsequently  surrendered to the Corporation,  or repurchased by the Corporation
at the  original  issue  price  paid per  share  pursuant  to the  Corporation's
repurchase rights under the Plan, shall be added back to the number of shares of
Common Stock reserved for issuance  under the Plan and  accordingly be available
for re-issuance under the Plan.

        4.4    In the event of a Change in Capitalization,  the Committee shall,
in its sole discretion,  conclusively determine the appropriate adjustments,  if
any, to the maximum number and class of shares of Common Stock or other stock or
securities with respect to which Stock Awards may be granted under the Plan. The
adjustments,   if  any,  determined  by  the  Committee  shall  be  binding  and
conclusive.

5.      Stock Awards.
        ------------

        5.1    The  Committee  may grant Stock  Awards to Eligible  Individuals.
Subject to Section  3.2 above,  Stock  Awards may be granted  (i) as a bonus for
past services rendered to the Corporation (or any Parent or Subsidiary), (ii) as
an  incentive  for future  services to be rendered  to the  Corporation  (or any
Parent or Subsidiary),  or (iii) as an inducement for the  recipient's  entering
into an employment or consulting  agreement with the  Corporation (or any Parent
or Subsidiary).

        5.2.   Subject to Section 3.2 above,  the  Committee may issue shares of
Common Stock in  fulfillment  of Stock  Awards  which are fully and  immediately
vested upon  grant,  or which are to vest in one or more  installments  over the
Grantee's period of service or earlier upon attainment of designated performance
goals established by the Committee,  and may grant Stock Awards that provide for
future issuance of a specified number of shares of Common


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Stock upon the attainment of service  requirements or earlier upon attainment of
one or more performance goals established by the Committee.

        5.3.   Upon the issuance of shares of Common Stock in  fulfillment  of a
Stock  Award,  whether or not the  Grantee's  interest in the shares  shall have
fully vested at the time of issuance,  the Grantee  shall have all of the rights
of a stockholder with respect to the shares issued,  including the right to vote
the shares and to receive all dividends or other distributions paid or made with
respect to such  shares,  subject,  however,  to the  Grantee's  obligations  to
surrender, and the Corporation's rights to repurchase,  unvested shares pursuant
to this  Plan and to any  restrictions  on  transferability  established  by the
Committee  with  respect  to such  shares at the time of grant.  No Stock  Award
granted under this Plan that is subject to any Grantee's obligation to surrender
shares, the Corporation's  repurchase rights or any other restrictions  pursuant
to this Plan or any Stock Award may be transferred by a Grantee,  except by will
or the laws of  descent  and  distribution;  provided,  however,  that any Stock
Awards  transferred  shall remain  subject to all such  obligations,  rights and
restrictions.

        5.4.   Any new,  substituted or additional  securities or other property
(including  money paid other than as a regular cash dividend)  which the Grantee
may have the right to receive with respect to the Grantee's  unvested  shares of
Common Stock by reason or any Change in  Capitalization  shall be issued subject
to (i) the  same  vesting  requirements,  if any,  applicable  to the  Grantee's
unvested  shares and (ii) such escrow  arrangements  as the Committee shall deem
appropriate.

        5.5.   Should  the  Grantee  cease  to  remain  in  the  service  of the
Corporation  (or any Parent or  Subsidiary)  while  holding one or more unvested
shares of Common Stock,  then those shares shall be  immediately  surrendered to
the  Corporation  for  cancellation,  and the  Grantee  shall  have  no  further
stockholder  rights with respect to those shares.  To the extent the surrendered
shares were previously issued to the Grantee for  consideration  paid in cash or
cash  equivalent  (including  the Grantee's  purchase money  indebtedness),  the
Corporation  shall  repay to the  Grantee  the cash  consideration  paid for the
surrendered  shares  and  shall  cancel  the  unpaid  principal  balance  of any
outstanding purchase money indebtedness  attributable to the surrendered shares.
Notwithstanding  the  foregoing  or any  other  provision  of  this  Plan to the
contrary,  in the event of any such  cessation  of  service  by reason of death,
disability,  normal  retirement,  early  retirement  with  the  consent  of  the
Corporation, termination of employment or consulting services to enter public or
military  service  with the  consent  of the  Corporation  or  leave of  absence
approved  by the  Corporation,  or in the  event of  hardship  or other  special
circumstances,  of a Grantee  who holds a Stock  Award with  respect to unvested
shares that are subject to a Grantee's  obligations to surrender the shares, the
Corporation's  rights to repurchase the shares, or any restrictions on transfer,
the  Committee  may take any  action  that it deems to be  equitable  under  the
circumstances  or in the best interests of the  Corporation,  including  without
limitation waiving or modifying any limitation,  requirement or restriction with
respect to any Stock Award under this Plan.

        5.6.   Outstanding  Stock  Awards that  provide  for future  issuance of
Common Stock shall automatically  terminate, and no shares of Common Stock shall
actually  be  issued  in  fulfilment  of  those  Stock  Awards,  if the  service
requirements  established  for such  Awards  are not  attained.  The  Committee,
however,  shall have the authority to issue shares of Common Stock in fulfilment
of one or more unattained Stock Awards in its discretion.

        5.7.   In the  event of a Change of  Control,  the  obligations  of each
Grantee to surrender  unvested shares and the  Corporation's  repurchase  rights
with  respect to such  shares  shall  terminate  automatically,  and all of such
unvested shares shall  immediately  vest in full,  except to the extent (i) such
repurchase  rights  and the  benefit of such  obligations  are  assigned  to the
successor  corporation (or parent  thereof) or otherwise  continue in full force
and  effect  pursuant  to the  terms of the  Change  of  Control,  or (ii)  such
accelerated  vesting is precluded by other limitations  imposed by the Committee
at the time the Stock Award is granted;  provided,  however,  that such unvested
shares  shall not vest if and to the extent  that such  vesting  would cause the
disallowance to the Corporation under the "excess parachute payment" rules under
Section 280G of the Code of a deduction with respect to such shares.



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        5.8.   Shares of Common  Stock  which have been  issued but have not yet
fully  vested  may,  in the  Committee's  discretion,  be held in  escrow by the
Corporation until the Grantee's  interest in such shares vests, or may be issued
directly  to  the  Grantee  with   restrictive   legends  on  the   certificates
representing  the unvested  shares,  evidencing  the  Grantee's  obligations  to
surrender,  and, if  applicable,  the  Corporation's  right to repurchase  those
shares pursuant to the Plan.

6.      Financing.
        ---------

        The  Committee  may  permit  any  Grantee to pay all or a portion of the
purchase  price of shares issued under the Plan by  delivering a  full-recourse,
interest bearing promissory note, payable in one or more installments. The terms
of the note (including the interest rate,  maturity date and terms of repayment)
shall be  established by the Committee in its sole  discretion.  In no event may
the maximum credit  available to the Grantee exceed the sum of (i) the aggregate
purchase  price  payable  for the shares plus (ii) any  Federal,  state or local
income tax  liability  incurred  by the  Grantee in  connection  with such share
purchase.

7.      Tax Withholding.
        ---------------

        The  Corporation's  obligation  to  deliver  shares of  Common  Stock in
connection with the granting or vesting of a Stock Award under the Plan shall be
subject to the  satisfaction of all applicable  Federal,  state and local income
and employment  tax  withholding  requirements.  If a Grantee is to experience a
taxable  event in  connection  with any Stock Award under the Plan,  the Grantee
must make arrangements satisfactory to the Corporation to provide for the timely
payment  of all  applicable  Withholding  Taxes  upon such  taxable  event.  The
Committee  may, in its sole  discretion,  authorize the  Corporation to permit a
Grantee  to  satisfy  the  obligation  to pay  all  or a  portion  of  any  such
Withholding Taxes by having the Corporation  withhold a portion of the shares of
Common Stock  otherwise  issuable,  deliverable  or released  from escrow to the
Grantee having an aggregate Fair Market Value, on the date of issuance, delivery
or  release,  as  applicable,  equal to the  amount  of such  Withholding  Taxes
designated by the Grantee and approved by the Committee.

8.      Effective Date And Term Of The Plan.
        -----------------------------------

        8.1.   The  Plan  shall  become  effective  immediately  upon  the  Plan
Effective Date.

        8.2.   The Plan shall  terminate  upon the  earliest of (i) the close of
business on June __, 2010, the day immediately  preceding the tenth  anniversary
of the Plan Effective Date, or (ii) the date on which all shares of Common Stock
available for issuance under the Plan shall have been issued, and no Stock Award
may be  granted  thereafter;  provided,  however,  that the  Board,  in its sole
discretion, may sooner terminate the Plan.

9.      Amendment Of The Plan.
        ---------------------

        The Board shall have complete and exclusive power and authority to amend
or  modify  the  Plan in any or all  respects.  However,  no such  amendment  or
modification  shall adversely  affect the rights and obligations with respect to
unvested  stock  issuances  at the time  outstanding  under the Plan  unless the
Grantee  consents to such  amendment or  modification.  To the extent  necessary
under  Section 16(b) of the 1934 Act and the rules and  regulations  promulgated
thereunder or under  applicable laws or securities  exchange rules, no amendment
to the Plan  shall be  effective  unless  approved  by the  stockholders  of the
Corporation in accordance with applicable laws and regulations.

10.     Regulatory Approvals.
        ---------------------

        10.1   The  implementation of the Plan and the issuance of any shares of
Common Stock under the Plan shall be subject to the Corporation's procurement of
all approvals and permits required by regulatory authorities


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having jurisdiction over the Plan and the shares of Common Stock issued pursuant
to it.

        10.2   No  shares  of Common  Stock or other  assets  shall be issued or
delivered  under the Plan unless and until there shall have been compliance with
all applicable  requirements of Federal and state securities laws, including the
filing and  effectiveness of the Form S-8 registration  statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange on which the Common Stock is then listed for trading.

11.     Non-Exclusivity of the Plan.
        ----------------------------

        The  adoption  of the  Plan  by the  Board  shall  not be  construed  as
amending,   modifying,   or  rescinding   any  previously   approved   incentive
arrangement,  or as creating any  limitations on the power of the Board to adopt
such other incentive  arrangement as it may deem desirable,  including,  without
limitation, the granting of stock awards otherwise than under the Plan.

12.     Limitation of Liability.
        ------------------------

        As illustrative of the limitations of liability of the Corporation,  but
not intended to be  exhaustive  thereof,  nothing in the Plan shall be construed
to:

               (a)    give any  person  any right to be  granted  a Stock  Award
other than at the sole discretion of the Committee;

               (b)    give any  person  any rights  whatsoever  with  respect to
shares of Common Stock except as specifically provided in the Plan;

               (c)    limit  in any way the  right  of the  Corporation,  or any
Parent or  Subsidiary,  as the case may be, to terminate  the  employment of any
person at any time; or

               (d)    be evidence of any agreement or  understanding,  expressed
or implied, that the Corporation,  or its parent or subsidiary corporations,  as
the case may be, will employ any person at any particular  rate of  compensation
or for any particular period of time.

13.     Multiple Awards.
        ---------------

        The terms of each Stock Award may differ from other Stock Awards granted
under the Plan at the same time,  or at some other time.  The Committee may also
grant more than one Stock Award per year to a given  Grantee  during the term of
the Plan.

14.     Governing Law.
        --------------

        Except as to  matters of  federal  law,  this Plan and the rights of all
persons claiming  hereunder shall be construed and determined in accordance with
the laws of the State of Delaware  without  giving  effect to  conflicts  of law
principles thereof.





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