<PAGE>

July 24, 1998

Mr. (ADDRESSEE_NAME)
(STREET_ADDRESS)
(CITY_STATE_ZIP_CODE)

Dear (NAME):

This letter is intended to provide you with additional employment security as
follows:

If at any time during the five year period following the date of this letter
there shall occur a "Change of Control" (as defined below) while you are
employed by Ampex Corporation (the "Company") or a subsidiary and if you (1) are
terminated; (2) have your compensation and benefits reduced to less than 90% of
your then current compensation and benefits, not including stock options and
your savings plan; or (3) are relocated to a work location more than 50 miles
from your current work location by the Company (or its successor) within 24
months after the date of such Change of Control, then you shall be entitled to
the following:

(a)   Salary continuation (as defined below) for a period of 24 months from the
      date of such Change of Control; and

(b)   Continued participation in the Company's medical and insurance benefit
      programs (or similar programs of its successor) for such 24 month period.

"Change of Control" shall mean (i) any "person" or "group" (as such terms are
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) other than Sherborne Holdings Incorporated, a Delaware corporation, or
its affiliates (as such term is used in such Act) shall become the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under such Act) of voting stock of
the Company entitling such person or group under ordinary circumstances to elect
a majority of the members of the Board of Directors of the Company or (ii) the
sale of all or substantially all the assets of the Company to an unaffiliated
third party.

"Salary continuation" shall mean continuation of your monthly salary payments at
the annual base rate of salary in effect at the date of such termination, plus
annual incentive compensation equal to the average percentage incentive award to
you in the last three years (or such lesser period as you shall have been
employed) times such annual base salary; it being understood and agreed that if
you shall continue to be employed by the
<PAGE>

Mr. (ADDRESSEE_NAME)
July 24, 1998
Page 2

Company (or its successor) after the date of such Change of Control and shall be
subsequently terminated (i) your salary continuation during such 24 month period
shall be at a rate not less than would have been in effect if you had been
terminated on the date of such Change of Control, and (ii) the Company (or its
successor) shall receive credit for any salary and incentive awards payable to
you in respect of such period of employment. Long-term performance incentive
awards shall not be included hereunder, but shall be payable to the extent
provided in the relevant long-term incentive plan document. Salary continuation
provided hereunder shall be offset by any severance or similar amounts otherwise
payable to you by the Company (or its successor) and shall cease in the event
you accept employment during such 24 month period with any other company engaged
in the manufacture or sale of instrumentation or data storage products in the
United States. All payments shall be subject to applicable withholding taxes.

Your participation in medical and insurance benefit programs will be subject to
the terms of the controlling plans and will be continued during the period
unless similar benefits are provided by a successor or subsequent employer.
Other benefits, such as automobiles or memberships will not be continued, nor
will contributions be made nor additional service time accrue to savings,
pension or supplemental retirement plans.

It is not intended that this letter deprive you of any of the normal benefits
that you would receive on any termination of your employment at Ampex. For
example, if you were terminated near the end of the two year period recited in
the letter and you were entitled under applicable Ampex policy to receive
benefits, such as salary continuation, which would extend beyond the completion
of the two years, you will not be deprived of those benefits. Further, although
the salary continuation provided in the letter will not result in the accrual of
additional service time for pension and other purposes, other service accruals,
if any, provided under Ampex policy would be applied if appropriate.

Notwithstanding anything to the contrary above, if all or any portion of the
payments or benefits provided to you pursuant to this letter, either alone or
together with other payments or benefits which you receive or are then entitled
to receive from the Company or any of its subsidiaries or affiliates, would
constitute a "parachute payment" within the meaning of Section 280G of the
Internal Revenue Code of 1986 as amended (the "Code"), such payments or benefits
shall be deferred or reduced to the extent necessary so that no portion thereof
shall be subject to the excise tax imposed on you under Section 4999 of the Code
and such that all such payments and benefits are deductible under Section 280G
of the Code. The deferral or reduction, if any, shall be made with respect to
such payments and benefits as the Company in its sole discretion shall
determine, provided, that nothing in this paragraph shall result in a reduction
or deferral of any amounts payable to you under any long-term incentive plan in
accordance with the relevant plan documents.

Nothing herein is a guarantee or contract of continued employment. Your
entitlement to the additional benefits provided herein is subject to your
continued compliance with all your obligations to the Company (including without
limitation obligations as to protection of confidential information) now or
hereafter in effect.
<PAGE>

Mr. (ADDRESSEE_NAME)
July 24, 1998
Page 3
This letter sets forth our entire understanding and agreement concerning the
subject matter hereof, and may not be amended, supplemented or waived in any
respect except by a writing signed by the Company. If any clause or provision
hereof shall be held to be invalid or unenforceable, such invalidity or
unenforceability shall not impair or affect the remainder of the agreement. You
may not assign any of your rights or interests herein.

Please sign a copy of this letter and return it to me.

Very truly yours,
AMPEX CORPORATION


BY:/s/ Edward J. Bramson
   --------------------------------
Edward J. Bramson
Chairman

UNDERSTOOD AND AGREED:


-----------------------------------
       (ADDRESSEE_NAME)