8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2010

DreamWorks Animation SKG, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32337	68-0589190
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1000 Flower Street

Glendale, California, 91201

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (818) 695-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Annual Cash and Equity Compensation Awards to Jeffrey Katzenberg, Lewis Coleman, William Damaschke, John Batter and Anne Globe

Effective October 29, 2010, the Company’s Compensation Committee granted annual cash and equity compensation awards to certain of the Company’s executive officers and other employees, including Jeffrey Katzenberg, Lewis Coleman, William Damaschke, John Batter and Anne Globe. The aggregate target grant date value of the awards to Messrs. Katzenberg, Coleman, Damaschke and Batter and Ms. Globe is as follows: $8,000,000 for Mr. Katzenberg, $3,250,000 for Mr. Coleman, $2,500,000 for Mr. Damaschke, $1,800,000 for Mr. Batter and $2,000,000 for Ms. Globe. Except as noted below, the awards consist of a combination of stock appreciation rights with respect to shares of the Company’s Class A Common Stock (“SARs”), restricted stock units with respect to shares of the Company’s Class A Common Stock (“RSUs”) and long-term cash incentive awards, with 33.3% of the value of each award attributable to SARs, 20% attributable to time-vested RSUs, 20% attributable to performance-vested RSUs, 13.3% attributable to time-vested cash incentive awards and 13.3% attributable to performance-vested cash incentive awards. Mr. Katzenberg did not receive any time-vested RSUs or time-vested cash incentive awards and, as a result, the value of the awards made to Mr. Katzenberg is comprised of 50% SARs, 30% performance-vested RSUs and 20% performance-vested cash incentive awards. In addition, instead of time-vested RSUs, Mr. Coleman received time-vested restricted shares of the Company’s Class A Common Stock.

The performance-vested RSUs are governed by a form Restricted Stock Unit Award Agreement (Performance Vested and Double Trigger), the time-vested RSUs are governed by a form Restricted Stock Unit Award Agreement (Time Vested and Double Trigger), the restricted shares are governed by a Restricted Share Award Agreement between the Company and Mr. Coleman, the performance-vested long-term cash incentive awards are governed by a form Cash Incentive Award Agreement (Performance Vested and Double Trigger), the time-vested long-term cash incentive awards to all recipients except Mr. Coleman are governed by a form Cash Incentive Award Agreement (Time Vested and Double Trigger) and the time-vested long-term cash incentive award to Mr. Coleman is governed by a Cash Incentive Award Agreement between the Company and Mr. Coleman, each of which is attached hereto. The SARs are governed by a form Stock Appreciation Right Award Agreement, which was previously filed by the Company with the Securities and Exchange Commission (“SEC”).

The principal terms of the awards are as follows:

• Provided that the officer remains continuously employed until the relevant vesting date and except as set forth below with respect to any time-vested cash incentive award granted to Mr. Coleman, time-vested RSUs, restricted shares, SARs and cash incentive awards will vest one-quarter per year on each of the anniversaries of the date of grant. Except as set forth below, upon termination of the officer’s employment for any reason, the officer will immediately forfeit all unvested awards.

• Provided that the officer (other than Mr. Coleman) remains continuously employed until January 1, 2014, performance-vested RSUs and cash incentive awards will vest on such date based upon achievement of performance goals relating to the Company’s return on equity during 2011, 2012 and 2013, with the ability to earn between 0% and 200% of the target award. Performance-vested awards granted to Mr. Coleman continue to be subject to the achievement of performance goals, as described in the preceding sentence, through the end of the three-year performance period, but Mr. Coleman need only remain continuously employed until December 31, 2011 in order for such awards to vest. Except as set forth below, upon termination of the officer’s employment for any reason, the officer will immediately forfeit all unvested awards.

• Upon a “change of control” of the Company (as defined in the officer’s employment agreement), except with respect to any time-vested cash incentive award granted to Mr. Coleman and as otherwise set forth in an officer’s employment agreement, the awards will remain unvested and continue to vest following the change of control, provided that if the acquiror refuses to assume and continue the awards in a manner that preserves their material terms, the awards will vest immediately upon the change of control. Performance-vested awards will vest at the level of performance specified in each officer’s individual employment agreement.

• Except as otherwise set forth in an officer’s employment agreement, in the event that an officer’s employment is terminated without “cause” (as defined in the officer’s employment agreement) or for “good reason” (as defined in the officer’s employment agreement) during the one-year period following a change of control, all unvested portions of the officer’s award will immediately vest in full. Performance-vested awards will vest at the level of performance specified in each officer’s individual employment agreement.

• In accordance with each officer’s employment agreement with the Company, the awards, other than performance-vested awards granted to Mr. Katzenberg, will also immediately vest in full in the event that, during the term of the officer’s employment agreement, the officer’s employment is terminated without cause or for good reason. In accordance with the terms of his employment agreement, performance-vested awards granted to Mr. Katzenberg will remain subject to achievement of performance goals following termination of Mr. Katzenberg’s employment without cause or for good reason.

• Certain portions of the time-vested cash incentive award made to Mr. Coleman constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, as a result, are subject to slightly different provisions than the other awards. In accordance with Mr. Coleman’s employment agreement and the terms of his time-vested cash incentive award, any unpaid portion of such award will vest in full and become nonforfeitable on December 31, 2011, provided that Mr. Coleman remains continuously employed until such date, but will not be paid out until the earliest date provided for in the award agreement. In addition, upon a change of control prior to January 1, 2013,

Mr. Coleman’s time-vested cash incentive award generally will vest immediately and be paid out no later than ten days following the change of control, provided that in the case of the portion of Mr. Coleman’s award that constitutes deferred compensation, such change of control must satisfy the definition of such term under Section 409A of the Code. Upon a change of control at any time that does not satisfy the definition of such term under Section 409A of the Code and upon any change of control on or after January 1, 2013, the portion of Mr. Coleman’s time-vested cash incentive award that constitutes deferred compensation under Section 409A of the Code will be paid out on the earlier of the original payment date and the date on which Mr. Coleman’s employment terminates for any reason.

The foregoing description of the annual awards to Messrs. Katzenberg, Coleman, Damaschke and Batter and Ms. Globe is qualified in its entirety by reference to the Restricted Stock Unit Award Agreement (Performance Vested and Double Trigger) attached hereto as Exhibit 99.1, the Restricted Stock Unit Award Agreement (Time Vested and Double Trigger) attached hereto as Exhibit 99.2, the Restricted Share Award Agreement with Mr. Coleman attached hereto as Exhibit 99.3, the Cash Incentive Award Agreement (Performance Vested and Double Trigger) attached hereto as Exhibit 99.4, the Cash Incentive Award Agreement (Time Vested and Double Trigger) attached hereto as Exhibit 99.5 and the Cash Incentive Award Agreement with Lew Coleman attached hereto as Exhibit 99.6, each of which is incorporated herein by reference, and the Stock Appreciation Right Award Agreement, which was previously filed by the Company with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Form of Restricted Stock Unit Award Agreement (Performance Vested and Double Trigger).
99.2	Form of Restricted Stock Unit Award Agreement (Time Vested and Double Trigger).
99.3	Restricted Share Award Agreement, dated October 29, 2010, between DreamWorks Animation SKG, Inc. and Lewis Coleman.
99.4	Form of Cash Incentive Award Agreement (Performance Vested and Double Trigger).
99.5	Form of Cash Incentive Award Agreement (Time Vested and Double Trigger).
99.6	Time-Vested Cash Incentive Award Agreement, dated October 29, 2010, between DreamWorks Animation SKG, Inc. and Lewis Coleman.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DREAMWORKS ANIMATION SKG, INC.
Dated: November 4, 2010	By:	/s/     ANDREW CHANG
	Name:	Andrew Chang
	Title:	General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Form of Restricted Stock Unit Award Agreement (Performance Vested and Double Trigger).
99.2	Form of Restricted Stock Unit Award Agreement (Time Vested and Double Trigger).
99.3	Restricted Share Award Agreement, dated October 29, 2010, between DreamWorks Animation SKG, Inc. and Lew Coleman.
99.4	Form of Cash Incentive Award Agreement (Performance Vested and Double Trigger).
99.5	Form of Cash Incentive Award Agreement (Time Vested and Double Trigger).
99.6	Time-Vested Cash Incentive Award Agreement, dated October 29, 2010, between DreamWorks Animation SKG, Inc. and Lew Coleman.

EX-99.1

Exhibit 99.1

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

(PERFORMANCE VESTED AND DOUBLE TRIGGER)

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE DREAMWORKS ANIMATION SKG, INC. AMENDED AND RESTATED 2008 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of «Month» «Day», 2010, between DreamWorks Animation SKG, Inc., a Delaware corporation (the “Company”), and «First» «Last».

This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a target award of «Performance_Shares» performance-based restricted stock units (this “Award”) that are subject to certain restrictions and the terms and conditions specified herein (“Performance Awards”), and that are granted to you under the DreamWorks Animation SKG, Inc. Amended and Restated 2008 Omnibus Incentive Compensation Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, shares of the Company’s Class A Common Stock, $0.01 par value (“Share”), as set forth in Section 3 below.

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 10. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

SECTION 1. The Plan. This Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Award Agreement, including but not limited to the provisions of Section 6(e) of the Plan. In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the terms of this Award Agreement shall govern. Except as explicitly set forth in this Award Agreement, in the event of any conflict between the terms of this Award Agreement and the terms of any individual employment agreement between you and the Company or any of its Affiliates (an “Employment Agreement”), the terms of your Employment Agreement will govern. Notwithstanding any provision of this Award Agreement to the contrary, in the event of any conflict between the terms of Section 6(e) of the Plan, on the one hand, and this Award Agreement or your Employment Agreement, on the other hand, the terms of Section 6(e) of the Plan shall govern except with respect to settlement of Performance Awards upon a termination of your employment by the Company without cause or by you for good reason, which, in each case, shall be governed by the terms of your Employment Agreement.

SECTION 2. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:

“Business Day” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.

“Determination Date” means the date as soon as reasonably practicable following the completion of the Performance Period, but in no event later than March 15, 2014, as determined by the Committee, on which the Committee determines whether the Performance Goals have been achieved.

“Performance Goals” means the goals set forth on Schedule A, the achievement of which determines the number of Shares, if any, that shall be issued pursuant to this Award.

“Performance Period” means the period from January 1, 2011 to December 31, 2013.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time.

SECTION 3. Vesting and Settlement. (a) Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares with respect to the Performance Awards is contingent on the attainment of the Performance Goals as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement unless the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awards, you must be employed by the Company or an Affiliate on January 1, 2014.

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(ii) In the event that, prior to January 1, 2014, you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto.

(iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) January 1, 2014, the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement.

(iv) In the event that your employment with the Company is terminated prior to January 1, 2014 under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement. In the event that your employment is terminated on or after January 1, 2014, your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

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(b) Settlement following a Change of Control. Except as explicitly set forth in this Section 3(b) or Section 3(d) of this Award Agreement, and unless otherwise provided pursuant to the provisions of your Employment Agreement, in the event of a change of control (as defined in your Employment Agreement) prior to January 1, 2014, the Performance Awards shall remain outstanding and shall continue to vest subject to the achievement of the Performance Goals in accordance with their terms, without regard to the occurrence of such change of control. Subject to the procedures set forth in your Employment Agreement, if, during the one-year period following a change of control, your employment is terminated by the Company without cause (as defined in your Employment Agreement) or you terminate your employment for good reason (as defined in your Employment Agreement), then, except as otherwise set forth in your Employment Agreement, the Performance Awards will be settled not later than the tenth (10th) day following the date of termination of your employment, with the number of Shares that will be delivered determined on the basis of target-level performance.

(c) Payment of Shares. Payments made pursuant to this Award Agreement shall be payable in Shares. The Company shall, except as set forth in your Employment Agreement and subject to Sections 3(a), 3(b), 3(d) and 7 of this Award Agreement, deliver to you or your legal representative Shares due pursuant to this Award Agreement as soon as practicable following the Determination Date, but in no event later than March 15, 2014.

(d) Change of Control under your Employment Agreement. For the avoidance of doubt, in the event of a change of control prior to January 1, 2014, unless provision is made in connection with such change of control for (i) assumption of outstanding Performance Awards or (ii) substitution for such Performance Awards of new performance-based restricted stock units covering stock of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares that preserve the material terms and conditions of such outstanding Performance Awards as in effect immediately prior to the change of control (including, without limitation, with respect to the vesting schedules, difficulty of achievement of Performance Goals, the intrinsic value of the Performance Awards as of the change of control and transferability of the shares underlying such Performance Awards), all such Performance Awards shall accelerate vesting as of immediately prior to such change of control, in which case, except as otherwise set forth in your Employment Agreement, all outstanding Performance Awards will be settled not later than the tenth (10th) day following the date of such change of control with the number of Shares that will be delivered determined on the basis of target-level performance. Notwithstanding the foregoing, in the event that payment of any amount that would otherwise be paid pursuant to the immediately preceding sentence would result in a violation of Section 409A, then your rights to payment of such amount will become vested pursuant to such sentence and the amount of such payment shall be determined as of the change of control, but such amount shall not be paid to you until the earliest time permitted under Section 409A.

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SECTION 4. Forfeiture of Performance Awards. Unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement or in Section 3 of this Award Agreement, if your employment with the Company and its Affiliates terminates prior to January 1, 2014, your rights with respect to the Performance Awards shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.

SECTION 5. No Rights as a Stockholder. You shall not have any rights or privileges of a stockholder with respect to the Performance Awards subject to this Award Agreement unless and until certificates representing Shares are actually issued and delivered to you or your legal representative in settlement of this Award.

SECTION 6. Non-Transferability of Performance Awards. Unless otherwise provided by the Committee in its discretion, Performance Awards may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of your Performance Awards in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void.

SECTION 7. Withholding, Consents and Legends. (a) Withholding. The delivery of Shares pursuant to Section 3(c) of this Award Agreement is conditioned on satisfaction of any applicable withholding taxes in accordance with this Section 7(a) and Section 9(d) of the Plan. No later than the date as of which an amount first becomes includible in your gross income for Federal, state, local or foreign income tax purposes with respect to any Performance Awards, you shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. Notwithstanding the foregoing, the Company may, in its sole discretion and subject to such other terms and conditions as the Company may determine, permit you to satisfy, in whole or in part, any withholding tax liability by having the Company withhold from the number of Shares you would be entitled to receive upon settlement of the Performance Awards, a number of Shares having a Fair Market Value (which shall either have the meaning set forth in the Plan or shall have such other meaning as determined by the Company in accordance with applicable withholding requirements) equal to such withholding tax liability. Prior to settlement of the Performance Awards, the Company will notify you whether you will be permitted to surrender any portion of the Shares to the Company in order to satisfy any portion of your withholding tax liability.

(b) Consents. Your rights in respect of the Performance Awards are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including, without limitation, your consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).

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(c) Legends. The Company may affix to certificates for Shares issued pursuant to this Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws). The Company may advise the transfer agent to place a stop order against any legended Shares.

SECTION 8. Successors and Assigns of the Company. The terms and conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

SECTION 9. Committee Discretion. Subject to the terms of this Award Agreement and your Employment Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.

SECTION 10. Dispute Resolution. (a) Jurisdiction and Venue. Notwithstanding any provision in your Employment Agreement, you and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Delaware and (ii) the courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Delaware or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Delaware. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which you have submitted to jurisdiction in this Section 10(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the District of Delaware or (B) the courts of the State of Delaware, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan.

(c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 10, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

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SECTION 11. Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three Business Days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:

If to the Company:	DreamWorks Animation SKG, Inc.
	1000 Flower Street
	Glendale, CA 91201
	Attention: General Counsel
	Telecopy: (818) 695-6123
If to you:	At the address specified in the Company’s records

The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice to the other in the manner specified above.

SECTION 12. Headings. Headings are given to the Sections and subsections of this Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof.

SECTION 13. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 14(d) of this Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement and the Performance Awards shall be subject to the provisions of Section 7(c) of the Plan).

SECTION 14. Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.

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(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period.

(d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

SECTION 15. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first written above.

DREAMWORKS ANIMATION SKG, INC.,
by
	Name:
	Title:
«First» «Last»

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SCHEDULE A

Performance Goals with respect to the Performance Awards

Performance Period begins on January 1, 2011 and ends on December 31, 2013.

Subject to the terms and conditions set forth in this Award Agreement (of which this Schedule constitutes a part), you will be eligible to earn a number of Shares that is between 0% and 200% of the target number of Performance Awards set forth in the first paragraph of this Award Agreement, such number of earned Shares to be determined based on the Company’s annualized average return on equity (“ROE”), described as follows:

1. The numerator of the calculation will be the annualized average of earnings before interest income and taxes for each year during the Performance Period (as reported in the Company’s audited financial statements for the applicable fiscal year).

2. The denominator of the calculation will be the annualized average of the beginning and ending stockholders equity for each year during the Performance Period (as reported in the Company’s audited financial statements for the applicable fiscal year).

3. The determination of the numerator and denominator used for the calculation of ROE will not include the following items:

a. Losses on the disposition or acquisition of a business;

b. Expenses associated with changes in accounting principles, practices or interpretations;

c. Losses on discontinued operations;

d. Expenses associated with legal fees;

e. Expenses classified as provisions for a recapitalization; and

f. Other expenses or losses that are disclosed as a special, one-time or extraordinary item in the Company’s audited financial statements based on accounting standards.

4. In each instance, the above-referenced items must be determined in accordance with generally accepted accounting principles and appear in the Company’s audited financial statements for the applicable fiscal year.

5. The Committee may, in its sole discretion, include any of the items set forth in paragraph 3 above in its calculation of the return amount if the inclusion of such item or items has the effect of decreasing the level of ROE achieved.

6. If the Company’s annualized average ROE for the Performance Period is less than 13.5%, the Performance Goals will not have been attained and you will not be entitled to payment with respect to the Performance Awards.

7. If the Company’s annualized average ROE for the Performance Period is equal to 13.5%, then Performance Goals will be deemed to have been achieved with respect to 50% of the target number of Shares subject to this Award.

8. If the Company’s annualized average ROE for the Performance Period is equal to 15%, then Performance Goals will be deemed to have been achieved with respect to 100% of the target number of Shares subject to this Award.

9. If the Company’s annualized average ROE for the Performance Period is equal to or greater than 18.8%, then Performance Goals will be deemed to have been achieved with respect to 200% (which is the maximum percentage that may be paid pursuant to this Award) of the target number of Shares subject to this Award.

10. In the event the annualized average ROE for the Performance Period falls between any two levels as set forth in paragraphs 6 through 9 above, the percentage of the target number of Shares subject to this Award shall be determined by linear interpolation between the two corresponding ROE levels.

11. In determining whether you are entitled to payment with respect to all, a portion or none of the Performance Awards, the Committee may not pay more Shares than the maximum amount indicated by the formula set forth above, but may, in its sole discretion, pay fewer than the maximum amount indicated by the formula.

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EX-99.2

Exhibit 99.2

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

(TIME VESTED AND DOUBLE TRIGGER)

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE DREAMWORKS ANIMATION SKG, INC. AMENDED AND RESTATED 2008 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of             , 2010 between DreamWorks Animation SKG, Inc., a Delaware corporation (the “Company”), and                     .

This Restricted Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of                      restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (“RSUs”) and that are granted to you under the DreamWorks Animation SKG, Inc. Amended and Restated 2008 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, shares of the Company’s Class A Common Stock, $0.01 par value (“Share”), as set forth in Section 3 below.

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 10. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

SECTION 1. The Plan. This Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Award Agreement. In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the terms of this Award Agreement shall govern. Except as explicitly set forth in this Award Agreement, in the event of any conflict between the terms of this Award Agreement and the terms of any individual employment agreement between you and the Company or any of its Affiliates (an “Employment Agreement”), the terms of your Employment Agreement will govern.

SECTION 2. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:

“Business Day” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time.

“Settlement Date” means the date on which you become entitled to delivery of Shares in settlement of the RSUs subject to this Award Agreement, as provided in Section 3(a) or 3(b) of this Award Agreement.

SECTION 3. Vesting and Settlement. (a) Regularly Scheduled Settlement. (i) On each Settlement Date set forth below, you shall become entitled to delivery of Shares in settlement of the number of RSUs that corresponds to such Settlement Date, as specified in the chart below, provided that you must be actively employed by the Company or an Affiliate on the relevant Settlement Date, except (A) as otherwise determined by the Committee in its sole discretion, (B) as set forth in Section 3 of this Award Agreement or (C) as otherwise provided in your Employment Agreement.

Scheduled Settlement Date	Aggregate Percentage Settled	Aggregate Number of Restricted Stock Units Settled
	25
	50
	75
	100

(ii) In the event that, prior to the final Settlement Date, you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your RSUs will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, any RSUs that are outstanding on the date your unpaid leave of absence began will remain outstanding until the Final Return Date and, if a Settlement Date occurs during that period, will be settled on the relevant Settlement Date. If you return to active employment prior to the Final Return Date, your unsettled RSUs will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to all outstanding RSUs will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto.

(iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) the final Settlement Date, the Company determines that you shall no longer be required to perform services for the Company or its Affiliates

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as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to any RSUs the Settlement Date of which has not yet occurred will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement.

(iv) In the event that your employment with the Company is terminated prior to the final Settlement Date under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement.

(b) Settlement following a Change of Control. Except as explicitly set forth in this Section 3(b) or Section 3(d) of this Award Agreement, and unless otherwise provided pursuant to the provisions of your Employment Agreement, in the event of a change of control (as defined in your Employment Agreement) prior to the final Settlement Date, all unvested RSUs shall remain unvested and shall continue to vest in accordance with their terms, without regard to the occurrence of such change of control. Subject to the procedures set forth in your Employment Agreement, if, during the one-year period following a change of control, your employment is terminated by the Company without cause (as defined in your Employment Agreement) or you terminate your employment for good reason (as defined in your Employment Agreement), then, except as otherwise set forth in your Employment Agreement, the RSUs will be settled not later than the tenth (10th) day following the date of termination of your employment.

(c) Payment of Shares. Payments made pursuant to this Award Agreement shall be payable in Shares. The Company shall, except as set forth in your Employment Agreement and subject to Sections 3(a), 3(b), 3(d) and 7 of this Award Agreement, deliver to you or your legal representative, on each Settlement Date, one Share for each RSU that is scheduled to be settled on such date in accordance with the terms of this Award Agreement.

(d) Change of Control under your Employment Agreement. For the avoidance of doubt, in the event of a change of control, unless provision is made in connection with such change of control for (i) assumption of outstanding RSUs or (ii) substitution for such RSUs of new restricted stock units covering stock of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or

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“subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares that preserve the material terms and conditions of such outstanding RSUs as in effect immediately prior to the change of control (including, without limitation, with respect to the vesting schedules, the intrinsic value of the RSUs as of the change of control and transferability of the Shares underlying such RSUs), all outstanding RSUs shall accelerate vesting as of immediately prior to such change of control, in which case, except as otherwise set forth in your Employment Agreement, all outstanding RSUs will be settled not later than the tenth (10th) day following the date of such change of control. Notwithstanding the foregoing, in the event that payment of any amount that would otherwise be paid pursuant to the immediately preceding sentence would result in a violation of Section 409A, then your rights to payment of such amount will become vested pursuant to such sentence and the amount of such payment shall be determined as of the change of control, but such amount shall not be paid to you until the earliest time permitted under Section 409A.

SECTION 4. Forfeiture of RSUs. Unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement or in Section 3 of this Award Agreement, if the Settlement Date with respect to any RSUs awarded to you pursuant to this Award Agreement has not occurred prior to the date on which your employment with the Company and its Affiliates terminates, your rights with respect to such RSUs shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.

SECTION 5. No Rights as a Stockholder. You shall not have any rights or privileges of a stockholder with respect to the RSUs subject to this Award Agreement unless and until certificates representing Shares are actually issued and delivered to you or your legal representative in settlement of this Award.

SECTION 6. Non-Transferability of RSUs. Unless otherwise provided by the Committee in its discretion, RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of RSUs in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void.

SECTION 7. Withholding, Consents and Legends. (a) Withholding. The delivery of Shares pursuant to Section 3(c) of this Award Agreement is conditioned on satisfaction of any applicable withholding taxes in accordance with this Section 7(a) and Section 9(d) of the Plan. No later than the date as of which an amount first becomes includible in your gross income for Federal, state, local or foreign income tax purposes with respect to any RSUs, you shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. Notwithstanding the foregoing, the Company may, in its sole discretion and subject to such other terms and conditions as the Company may determine, permit you to satisfy, in whole or in part, any withholding tax liability by having the Company withhold from the number of Shares you would be entitled to receive upon

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settlement of the RSUs, a number of Shares having a Fair Market Value (which shall either have the meaning set forth in the Plan or shall have such other meaning as determined by the Company in accordance with applicable withholding requirements) equal to such withholding tax liability. Prior to settlement of the RSUs, the Company will notify you whether you will be permitted to surrender any portion of the Shares to the Company in order to satisfy any portion of your withholding tax liability.

(b) Consents. Your rights in respect of the RSUs are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including, without limitation, your consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).

(c) Legends. The Company may affix to certificates for Shares issued pursuant to this Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws). The Company may advise the transfer agent to place a stop order against any legended Shares.

SECTION 8. Successors and Assigns of the Company. The terms and conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

SECTION 9. Committee Discretion. Subject to the terms of this Award Agreement and your Employment Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.

SECTION 10. Dispute Resolution. (a) Jurisdiction and Venue. Notwithstanding any provision in your Employment Agreement, you and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Delaware and (ii) the courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Delaware or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Delaware. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which you have submitted to jurisdiction in this Section 10(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the District of Delaware or (B) the courts of the State of Delaware, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

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(b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan.

(c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 10, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

SECTION 11. Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three Business Days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:

If to the Company:	DreamWorks Animation SKG, Inc.
	1000 Flower Street
	Glendale, CA 91201
	Attention : General Counsel
	Telecopy : (818) 695-6123
If to you:	At the address specified in the Company’s records

The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice to the other in the manner specified above.

SECTION 12. Headings. Headings are given to the Sections and subsections of this Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof.

SECTION 13. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 14(d) of this Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or

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termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement and the RSUs shall be subject to the provisions of Section 7(c) of the Plan).

SECTION 14. Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.

(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period.

(d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

SECTION 15. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first written above.

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DREAMWORKS ANIMATION SKG, INC.,
By
	Name:
	Title: General Counsel

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EX-99.3

Exhibit 99.3

RESTRICTED SHARE AWARD AGREEMENT UNDER THE DREAMWORKS ANIMATION SKG, INC., AMENDED AND RESTATED 2008 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of October 29, 2010 between DreamWorks Animation SKG, Inc., a Delaware corporation (the “Company”), and Lewis Coleman.

This Restricted Share Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of 18,413 shares (this “Award”) of the Company’s Class A Common Stock, $0.01 par value (“Share”), that are subject to certain restrictions on transfer and risks of forfeiture and other terms and conditions specified herein (“Restricted Shares”) and that are granted to you under the DreamWorks Animation SKG, Inc. Amended and Restated 2008 Omnibus Incentive Compensation Plan (the “Plan”).

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 10. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

SECTION 1. The Plan. This Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Award Agreement. In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the terms of this Award Agreement shall govern. Except as explicitly set forth in this Award Agreement, in the event of any conflict between the terms of this Award Agreement and the terms of any individual employment agreement between you and the Company or any of its Affiliates (an “Employment Agreement”), the terms of your Employment Agreement will govern.

SECTION 2. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:

“Business Day” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time.

“Vesting Date” means the date on which your rights with respect to all or a portion of the Restricted Shares subject to this Award Agreement may become fully vested, and the restrictions set forth in this Award Agreement may lapse, as provided in Sections 3(a) or 3(b) of this Award Agreement.

SECTION 3. Vesting and Delivery. (a) Regularly Scheduled Vesting. (i) On each Vesting Date set forth below, your rights with respect to the number of Restricted Shares that corresponds to such Vesting Date, as specified in the chart below, shall become vested, and the restrictions set forth in this Award Agreement shall lapse, provided that you must be actively employed by the Company or an Affiliate on the relevant Vesting Date, except (A) as otherwise determined by the Committee in its sole discretion, (B) as set forth in Section 3 of this Award Agreement or (C) as otherwise provided in your Employment Agreement.

Vesting Date	Aggregate Percentage Vested	Aggregate Number of Restricted Shares Subject to Vesting
Year 1	25	4,603
Year 2	50	9,207
Year 3	75	13,810
Year 4	100	18,413

(ii) In the event that, prior to the final Vesting Date, you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Restricted Shares will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, any Restricted Shares that are outstanding on the date your unpaid leave of absence began will remain outstanding until the Final Return Date and, if a Vesting Date occurs during that period, will be settled on the relevant Vesting Date. If you return to active employment prior to the Final Return Date, your unvested Restricted Shares will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to all outstanding Restricted Shares will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto.

(iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) the final Vesting Date, the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement

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will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to any Restricted Shares the Vesting Date of which has not yet occurred will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement.

(iv) In the event that your employment with the Company is terminated prior to the final Vesting Date under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason) or in the event that your Employment Agreement expires prior to the final Vesting Date, your entitlement to vest in the Restricted Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement (which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(vi) of your Employment Agreement).

(b) Vesting following a Change of Control. Except as explicitly set forth in this Section 3(b) or Section 3(d) of this Award Agreement, and unless otherwise provided pursuant to the provisions of your Employment Agreement, in the event of a change of control (as defined in your Employment Agreement) prior to the final Vesting Date, all unvested Restricted Shares shall remain unvested and shall continue to vest in accordance with their terms, without regard to the occurrence of such change of control. Subject to the procedures set forth in your Employment Agreement, if, during the one-year period following a change of control, your employment is terminated by the Company without cause (as defined in your Employment Agreement) or you terminate your employment for good reason (as defined in your Employment Agreement), then, except as set forth in your Employment Agreement, your rights with respect to any then-unvested Restricted Shares shall become immediately vested. In such event, the date of such termination of your employment shall be considered a Vesting Date hereunder.

(c) Delivery of Shares. On or following the date of this Award Agreement, certificates issued in respect of Restricted Shares shall be registered in your name and deposited by you, together with a stock power endorsed in blank, with the Company or such other custodian as may be designated by the Committee or the Company, and shall be held by the Company or other custodian, as applicable, until such time, if any, as your rights with respect to such Restricted Shares become vested. Upon the vesting of your rights with respect to such Restricted Shares, the Company or other custodian, as applicable, shall deliver such certificates to you or your legal representative.

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(d) Change of Control under your Employment Agreement. For the avoidance of doubt, in the event of a change of control prior to the final Vesting Date, unless provision is made in connection with such change of control for (i) assumption of outstanding Restricted Shares or (ii) substitution for the Restricted Shares of new restricted shares of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares that preserve the material terms and conditions of such outstanding Restricted Shares as in effect immediately prior to the change of control (including, without limitation, with respect to the vesting schedules, the intrinsic value of the Restricted Shares as of the change of control and transferability of the Restricted Shares), all outstanding Restricted Shares that you hold shall automatically vest as of immediately prior to such change of control.

SECTION 4. Forfeiture of Restricted Shares. Unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement or in Section 3 of this Award Agreement, if your rights with respect to any Restricted Shares awarded to you pursuant to this Award Agreement have not become vested prior to the date on which your employment with the Company and its Affiliates terminates, your rights with respect to such Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.

SECTION 5. Voting Rights; Dividend Equivalents. Prior to the date on which your rights with respect to a Restricted Share have become vested, you shall not be entitled to exercise any voting rights with respect to such Restricted Share and shall not be entitled to receive dividends or other distributions with respect thereto.

SECTION 6. Non-Transferability of Restricted Shares. Unless otherwise provided by the Committee in its discretion, Restricted Shares may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of Restricted Shares in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void.

SECTION 7. Withholding, Consents and Legends. (a) Withholding. The delivery of Share certificates pursuant to Section 3(c) of this Award Agreement is conditioned on satisfaction of any applicable withholding taxes in accordance with this Section 7(a) and Section 9(d) of the Plan. No later than the date as of which an amount first becomes includible in your gross income for Federal, state, local or foreign income tax purposes with respect to any Restricted Shares, you shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. Notwithstanding the foregoing, the Company may, in its sole discretion and subject to such other terms and conditions as the Company may determine, permit you to satisfy, in whole or in part, any withholding tax liability by having the Company withhold from the number of Restricted Shares in which you would be entitled to vest, a number of Shares having a Fair Market Value (which shall either have the meaning set forth in the Plan or shall have such other meaning as determined by

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the Company in accordance with applicable withholding requirements) equal to such withholding tax liability. Prior to the vesting of the Restricted Shares, the Company will notify you whether you will be permitted to surrender any portion of the Restricted Shares to the Company in order to satisfy any portion of your withholding tax liability.

(b) Consents. Your rights in respect of the Restricted Shares are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including, without limitation, your consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).

(c) Legends. The Company may affix to certificates for Shares issued pursuant to this Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws). The Company may advise the transfer agent to place a stop order against any legended Shares.

SECTION 8. Successors and Assigns of the Company. The terms and conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

SECTION 9. Committee Discretion. Subject to the terms of this Award Agreement and your Employment Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.

SECTION 10. Dispute Resolution. (a) Jurisdiction and Venue. Notwithstanding any provision in your Employment Agreement, you and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Delaware and (ii) the courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Delaware or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Delaware. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which you have submitted to jurisdiction in this Section 10(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the District of Delaware or (B) the courts of the State of Delaware, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

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(b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan.

(c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 10, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

SECTION 11. Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three Business Days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:

If to the Company:	DreamWorks Animation SKG, Inc.
	1000 Flower Street
	Glendale, CA 91201
	Attention: General Counsel
	Telecopy: (818) 695-6123
If to you:	At the address specified in the Company’s records

The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice to the other in the manner specified above.

SECTION 12. Headings. Headings are given to the Sections and subsections of this Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof.

SECTION 13. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 14(d) of this Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement and the Restricted Shares shall be subject to the provisions of Section 7(c) of the Plan).

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SECTION 14. Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.

(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period.

(d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

SECTION 15. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first written above.

DREAMWORKS ANIMATION SKG, INC.,
by
	/s/ Andrew Chang
	Name:	Andrew Chang
	Title:	General Counsel
LEWIS COLEMAN

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EX-99.4

Exhibit 99.4

FORM OF CASH INCENTIVE AWARD AGREEMENT

(PERFORMANCE VESTED AND DOUBLE TRIGGER)

PERFORMANCE CASH INCENTIVE AWARD AGREEMENT UNDER THE DREAMWORKS ANIMATION SKG, INC. AMENDED AND RESTATED 2008 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of «Month» «Day», 2010, between DreamWorks Animation SKG, Inc., a Delaware corporation (the “Company”), and «First» «Last».

This Performance Cash Incentive Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a target long-term performance cash incentive award (the “Performance Cash Award”) $[—], that is subject to the terms and conditions as specified herein, and that is granted to you under the DreamWorks Animation SKG, Inc. Amended and Restated 2008 Omnibus Incentive Compensation Plan (the “Plan”).

THIS PERFORMANCE CASH AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 9. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

SECTION 1. The Plan. This Performance Cash Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Award Agreement, including but not limited to the provisions of Section 6(e) of the Plan. In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the terms of this Award Agreement shall govern. Except as explicitly set forth in this Award Agreement, in the event of any conflict between the terms of this Award Agreement and the terms of any individual employment agreement between you and the Company or any of its Affiliates (an “Employment Agreement”), the terms of your Employment Agreement will govern. Notwithstanding any provision of this Award Agreement to the contrary, in the event of any conflict between the terms of Section 6(e) of the Plan, on the one hand, and this Award Agreement or your Employment Agreement, on the other hand, the terms of Section 6(e) of the Plan shall govern, except with respect to payment of the Performance Cash Award upon a termination of your employment, which in all cases shall be governed by the terms of your Employment Agreement.

SECTION 2. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:

“Business Day” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.

“Determination Date” means the date as soon as reasonably practicable following the completion of the Performance Period, but in no event later than March 15, 2014, as determined by the Committee, on which the Committee determines whether the Performance Goals have been achieved.

“Performance Goals” means the goals set forth on Schedule A, the achievement of which determines the amount of cash, if any, that shall be delivered pursuant to this Performance Cash Award.

“Performance Period” means the period from January 1, 2011 to December 31, 2013.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time.

SECTION 3. Vesting and Delivery.

(a) Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 10 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, the payment of cash with respect to the Performance Cash Award is contingent on the attainment of the Performance Goals as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Cash Award subject to this Award Agreement unless the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Cash Award as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to the Performance Cash Award, you must be employed by the Company or an Affiliate on January 1, 2014.

(ii) In the event that, prior to January 1, 2014, you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Cash Award will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of

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such dates, the “Final Return Date”). Therefore, in the event your Performance Cash Award is outstanding on the date your unpaid leave of absence began, such Performance Cash Award will remain outstanding until the Final Return Date and, if the Performance Cash Award would otherwise be paid during that period had you not been on a leave of absence, will be paid on the date that such Performance Cash Award would have otherwise been paid. If you return to active employment prior to the Final Return Date, your Performance Cash Award will remain outstanding following that date in accordance with its terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Cash Award will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto.

(iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) January 1, 2014, the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Cash Award will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement.

(iv) In the event that your employment with the Company is terminated prior to January 1, 2014 under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), the provisions set forth in your Employment Agreement on the treatment of equity-based compensation upon such termination of your employment, will be deemed to apply to the treatment of this Performance Cash Award. In the event that your employment is terminated on or after January 1, 2014, your entitlement to be paid pursuant to this Performance Cash Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

(b) Payment following a Change of Control. Except as explicitly set forth in this Section 3(b) or Section 3(d) of this Award Agreement, and unless otherwise provided pursuant to the provisions of your Employment Agreement (which provisions covering the treatment of equity-based compensation in connection with a change of

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control shall be deemed to apply to the treatment of this Performance Cash Award), in the event of a change of control (as defined in your Employment Agreement) prior to January 1, 2014, the Performance Cash Award shall remain outstanding and shall continue to vest subject to the achievement of the Performance Goals in accordance with its terms, without regard to the occurrence of such change of control. Subject to the procedures set forth in your Employment Agreement, if, during the one-year period following a change of control, your employment is terminated by the Company without cause (as defined in your Employment Agreement) or you terminate your employment for good reason (as defined in your Employment Agreement), then, except as otherwise set forth in your Employment Agreement, the Performance Cash Award shall be paid not later than the tenth (10th) day following the date of termination of your employment, with the amount of cash that will be paid determined on the basis of target-level performance.

(c) Payment of Performance Cash Award. The Company shall, except as set forth in your Employment Agreement and subject to Sections 3(a), 3(b), 3(d) and 6 of this Award Agreement, pay the Performance Cash Award in a lump sum as soon as practicable following the Determination Date, but in no event later than March 15, 2014.

(d) Change of Control under your Employment Agreement. For the avoidance of doubt, in the event of a change of control prior to January 1, 2014, unless provision is made in connection with such change of control for assumption of the outstanding Performance Cash Award with appropriate adjustments that preserve the material terms and conditions of this Performance Cash Award as in effect immediately prior to the change of control (including, without limitation, with respect to the vesting schedule and difficulty of achievement of the Performance Goals), such Performance Cash Award shall accelerate vesting as of immediately prior to such change of control, in which case, except as otherwise set forth in your Employment Agreement, the outstanding Performance Cash Award shall be paid not later than the tenth (10th) day following the date of such change of control with the amount of cash that will be paid determined on the basis of target-level performance. Notwithstanding the foregoing, in the event that payment of any amount that would otherwise be paid pursuant to the immediately preceding sentence would result in a violation of Section 409A, then your rights to payment of such amount will become vested pursuant to such sentence and the amount of such payment shall be determined as of the change of control, but such amount shall not be paid to you until the earliest time permitted under Section 409A.

SECTION 4. Forfeiture of Performance Cash Award. Unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement or in Section 3 of this Award Agreement, if your employment with the Company and its Affiliates terminates prior to January 1, 2014, your rights with respect to the Performance Cash Award shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.

SECTION 5. Non-Transferability of Performance Cash Award. Unless otherwise provided by the Committee in its discretion, your Performance Cash Award may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of your Performance Cash Award in violation of the provisions of this Section 5 and Section 9(a) of the Plan shall be void.

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SECTION 6. Withholding and Consents. (a) Withholding. The Company may deduct and withhold from the payment of the Performance Cash Award such Federal, state, local, foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation.

(b) Consents. Your rights in respect of the Performance Cash Award are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including, without limitation, your consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).

SECTION 7. Successors and Assigns of the Company. The terms and conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

SECTION 8. Committee Discretion. Subject to the terms of this Award Agreement and your Employment Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.

SECTION 9. Dispute Resolution. (a) Jurisdiction and Venue. Notwithstanding any provision in your Employment Agreement, you and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Delaware and (ii) the courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Delaware or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Delaware. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which you have submitted to jurisdiction in this Section 9(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the District of Delaware or (B) the courts of the State of Delaware, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

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(b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan.

(c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 9, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

SECTION 10. Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three Business Days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:

If to the Company:	DreamWorks Animation SKG, Inc.
	1000 Flower Street
	Glendale, CA 91201
	Attention: General Counsel
	Telecopy : (818) 695-6123
If to you:	At the address specified in the Company’s records

The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice to the other in the manner specified above.

SECTION 11. Headings. Headings are given to the Sections and subsections of this Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof.

SECTION 12. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 13(d) of this Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement shall be subject to the provisions of Section 7(c) of the Plan).

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SECTION 13. Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.

(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period.

(d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

SECTION 14. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first written above.

DREAMWORKS ANIMATION SKG, INC.,
	by
		Name:
		Title:

«FIRST» «LAST»

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SCHEDULE A

Performance Goals with respect to the Performance Cash Award

Performance Period begins on January 1, 2011 and ends on December 31, 2013.

Subject to the terms and conditions set forth in this Award Agreement (of which this Schedule constitutes a part), you will be eligible to receive a payment of cash equal to between 0% and 200% of the target Performance Cash Award set forth in the first paragraph of this Award Agreement, such cash payment to be determined based on the Company’s annualized average return on equity (“ROE”), described as follows:

1. The numerator of the calculation will be the annualized average of earnings before interest income and taxes for each year during the Performance Period (as reported in the Company’s audited financial statements for the applicable fiscal year).

2. The denominator of the calculation will be the annualized average of the beginning and ending stockholders equity for each year during the Performance Period (as reported in the Company’s audited financial statements for the applicable fiscal year).

3. The determination of the numerator and denominator used for the calculation of ROE will not include the following items:

a. Losses on the disposition or acquisition of a business;

b. Expenses associated with changes in accounting principles, practices or interpretations;

c. Losses on discontinued operations;

d. Expenses associated with legal fees;

e. Expenses classified as provisions for a recapitalization; and

f. Other expenses or losses that are disclosed as a special, one-time or extraordinary item in the Company’s audited financial statements based on accounting standards.

4. In each instance, the above-referenced items must be determined in accordance with generally accepted accounting principles and appear in the Company’s audited financial statements for the applicable fiscal year.

5. The Committee may, in its sole discretion, include any of the items set forth in paragraph 3 above in its calculation of the return amount if the inclusion of such item or items has the effect of decreasing the level of ROE achieved.

6. If the Company’s annualized average ROE for the Performance Period is less than 13.5%, the Performance Goals will not have been attained and you will not be entitled to payment with respect to the Performance Cash Award.

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7. If the Company’s annualized average ROE for the Performance Period is equal to 13.5%, then Performance Goals will be deemed to have been achieved with respect to 50% of the target amount subject to this Performance Cash Award.

8. If the Company’s annualized average ROE for the Performance Period is equal to 15%, then Performance Goals will be deemed to have been achieved with respect to 100% of the target amount subject to this Performance Cash Award.

9. If the Company’s annualized average ROE for the Performance Period is equal to or greater than 18.8%, then Performance Goals will be deemed to have been achieved with respect to 200% (which is the maximum percentage that may be paid pursuant to this Performance Cash Award) of the target amount subject to this Performance Cash Award.

10. In the event the annualized average ROE for the Performance Period falls between any two levels as set forth in paragraphs 6 through 9 above, the percentage of the target amount subject to this Performance Cash Award shall be determined by linear interpolation between the two corresponding ROE levels.

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EX-99.5

Exhibit 99.5

FORM OF CASH INCENTIVE AWARD AGREEMENT

(TIME VESTED AND DOUBLE TRIGGER)

CASH INCENTIVE AWARD AGREEMENT DEEMED TO BE MADE UNDER THE DREAMWORKS ANIMATION SKG, INC. AMENDED AND RESTATED 2008 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of «Month» «Day», 2010, between DreamWorks Animation SKG, Inc., a Delaware corporation (the “Company”), and «First» «Last».

This Cash Incentive Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a long-term cash incentive award (the “Cash Award”), that is subject to the terms and conditions as specified herein, and that is deemed to be granted to you under the DreamWorks Animation SKG, Inc. Amended and Restated 2008 Omnibus Incentive Compensation Plan (the “Plan”). This Cash Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, an amount in cash equal to $[—].

THIS CASH AWARD IS DEEMED TO BE SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND IS SUBJECT TO ALL TERMS AND CONDITIONS OF THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 9. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

SECTION 1. The Plan. This Cash Award is deemed to be made pursuant to the Plan, all the terms of which are hereby incorporated in this Award Agreement. In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the terms of this Award Agreement shall govern. Except as explicitly set forth in this Award Agreement, in the event of any conflict between the terms of this Award Agreement and the terms of any individual employment agreement between you and the Company or any of its Affiliates (an “Employment Agreement”), the terms of your Employment Agreement will govern.

SECTION 2. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:

“Business Day” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.

“Payment Date” means the date on which you become entitled to a cash payment pursuant to this Cash Award, as provided in Section 3(a) or 3(b) of this Award Agreement.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time.

SECTION 3. Calculation and Payment of Cash Award.

(a) Regularly Scheduled Payment. (i) On each Payment Date set forth below, you shall become entitled to payment of an amount in cash as specified in the chart below, provided that you must be actively employed by the Company or an Affiliate on the relevant Payment Date, except (A) as otherwise determined by the Committee in its sole discretion, (B) as set forth in Section 3 of this Award Agreement or (C) as otherwise provided in your Employment Agreement.

Scheduled Payment Date	Amount of Cash Paid	Aggregate Amount of Cash Paid
«Vesting_Date_1»	$	$
«Vesting_Date_2»	$	$
«Vesting_Date_3»	$	$
«Vesting_Date_4»	$	$

(ii) In the event that, prior to the final Payment Date, you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, the unpaid portion of your Cash Award will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, any unpaid portion of your Cash Award that is outstanding on the date your unpaid leave of absence began will remain outstanding until the Final Return Date and, if a Payment Date occurs during that period, will be paid on the relevant Payment Date. If you return to active employment prior to the Final Return Date, any unpaid portion of your Cash Award will remain outstanding following that date in accordance with its terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to any unpaid portion of your Cash Award will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto.

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(iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) the final Payment Date, the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to any unpaid portion of the Cash Award the Payment Date of which has not yet occurred will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement.

(iv) In the event that your employment with the Company is terminated prior to the final Payment Date under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), the provisions set forth in your Employment Agreement on the treatment of equity-based compensation upon such termination of your employment, will be deemed to apply to the treatment of this Cash Award.

(b) Payment following a Change of Control. Except as explicitly set forth in this Section 3(b) or Section 3(d) of this Award Agreement, and unless otherwise provided pursuant to the provisions of your Employment Agreement (which provisions covering the treatment of equity-based compensation in connection with a change of control shall be deemed to apply to the treatment of this Cash Award), in the event of a change of control (as defined in your Employment Agreement) prior to the final Payment Date, all unpaid portions of your Cash Award shall remain unvested and shall continue to vest in accordance with their terms, without regard to the occurrence of such change of control. Subject to the procedures set forth in your Employment Agreement, if, during the one-year period following a change of control, your employment is terminated by the Company without cause (as defined in your Employment Agreement) or you terminate your employment for good reason (as defined in your Employment Agreement), then, except as otherwise set forth in your Employment Agreement, all unpaid portions of your Cash Award shall be paid not later than the tenth (10th) day following the date of termination of your employment.

(c) Payment of Cash Award. The Company shall, subject to Sections 3(a), 3(b), 3(d) and 6 of this Award Agreement, pay the Cash Award in a lump sum as soon as practicable following each Payment Date, but in no event later than March 15 of the calendar year following the Payment Date.

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(d) Change of Control under your Employment Agreement. For the avoidance of doubt, in the event of a change of control prior to the final Payment Date, unless provision is made in connection with such change of control for assumption of all unpaid portions of the Cash Award with appropriate adjustments that preserve the material terms and conditions of this Cash Award as in effect immediately prior to the change of control (including, without limitation, with respect to the vesting schedule), all unpaid portions of such Cash Award shall accelerate vesting as of immediately prior to such change of control, in which case, except as otherwise set forth in your Employment Agreement, all unpaid portions of the Cash Award shall be paid not later than the tenth (10th) day following the date of such change of control. Notwithstanding the foregoing, in the event that payment of any amount that would otherwise be paid pursuant to the immediately preceding sentence would result in a violation of Section 409A, then your rights to payment of such amount will become vested pursuant to such sentence and the amount of such payment shall be determined as of the change of control, but such amount shall not be paid to you until the earliest time permitted under Section 409A.

SECTION 4. Forfeiture of Cash Award. Unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement or in Section 3 of this Award Agreement, if the Payment Date with respect to any portion of your Cash Award has not occurred prior to the date on which your employment with the Company and its Affiliates terminates, your rights with respect to such portion shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.

SECTION 5. Non-Transferability of Cash Award. Unless otherwise provided by the Committee in its discretion, your Cash Award may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of your Cash Award in violation of the provisions of this Section 5 and Section 9(a) of the Plan shall be void.

SECTION 6. Withholding and Consents. (a) Withholding. The Company may deduct and withhold from the payment of the Cash Award such Federal, state, local foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation.

(a) Consents. Your rights in respect of the Cash Award are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including, without limitation, your consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).

SECTION 7. Successors and Assigns of the Company. The terms and conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

SECTION 8. Committee Discretion. Subject to the terms of this Award Agreement and your Employment Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.

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SECTION 9. Dispute Resolution. (a) Jurisdiction and Venue. Notwithstanding any provision in your Employment Agreement, you and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Delaware and (ii) the courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Delaware or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Delaware. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which you have submitted to jurisdiction in this Section 9(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the District of Delaware or (B) the courts of the State of Delaware, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan.

(c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 9, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

SECTION 10. Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three Business Days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:

If to the Company:	DreamWorks Animation SKG, Inc.
	1000 Flower Street
	Glendale, CA 91201
	Attention: General Counsel
	Telecopy : (818) 695-6123
If to you:	At the address specified in the Company’s records

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The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice to the other in the manner specified above.

SECTION 11. Headings. Headings are given to the Sections and subsections of this Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof.

SECTION 12. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 13(d) of this Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement shall be subject to the provisions of Section 7(c) of the Plan).

SECTION 13. Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.

(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month

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delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period.

(d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

SECTION 14. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first written above.

DREAMWORKS ANIMATION SKG, INC.,
	by
		Name:
		Title:

«FIRST» «LAST»

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EX-99.6

Exhibit 99.6

CASH INCENTIVE AWARD AGREEMENT DEEMED TO BE MADE UNDER THE DREAMWORKS ANIMATION SKG, INC. AMENDED AND RESTATED 2008 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of October 29, 2010, between DreamWorks Animation SKG, Inc., a Delaware corporation (the “Company”), and Lewis Coleman.

This Cash Incentive Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a long-term cash incentive award (the “Cash Award”), that is subject to the terms and conditions as specified herein, and that is deemed to be granted to you under the DreamWorks Animation SKG, Inc. Amended and Restated 2008 Omnibus Incentive Compensation Plan (the “Plan”). This Cash Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, an amount in cash equal to $433,333.

THIS CASH AWARD IS DEEMED TO BE SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND IS SUBJECT TO ALL TERMS AND CONDITIONS OF THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 9. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

SECTION 1. The Plan. This Cash Award is deemed to be made pursuant to the Plan, all the terms of which are hereby incorporated in this Award Agreement. In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the terms of this Award Agreement shall govern. Except as explicitly set forth in this Award Agreement, in the event of any conflict between the terms of this Award Agreement and the terms of any individual employment agreement between you and the Company or any of its Affiliates (an “Employment Agreement”), the terms of your Employment Agreement will govern.

SECTION 2. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:

“409A Change of Control” shall mean a change of control (as defined in your Employment Agreement) that qualifies as an event described in Section 409A(a)(2)(A)(v) of the Code.

“409A Installment” shall mean any portion of this Cash Award the Payment Date of which is scheduled to occur after December 31, 2011, as set forth in Section 3(a) of this Award Agreement.

“Business Day” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.

“Payment Date” means the date on which you become entitled to a cash payment pursuant to this Cash Award, as provided in Section 3(a) or 3(b) of this Award Agreement.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time.

SECTION 3. Calculation and Payment of Cash Award.

(a) Regularly Scheduled Payment. (i) On each Payment Date set forth below, you shall become entitled to payment of an amount in cash as specified in the chart below, provided that you must be actively employed by the Company or an Affiliate on the relevant Payment Date, except (A) as otherwise determined by the Committee in its sole discretion, (B) as set forth in Section 3 of this Award Agreement or (C) as otherwise provided in your Employment Agreement.

Scheduled Payment Date	Amount of Cash Paid	Aggregate Amount of Cash Paid
October 29, 2011	$108,333.25	$108,333.25
October 29, 2012	$108,333.25	$216,666.50
October 29, 2013	$108,333.25	$324,999.75
October 29, 2014	$108,333.25	$433,333

(ii) In the event that, prior to the final Payment Date, you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, the unpaid portion of your Cash Award will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, any unpaid portion of your Cash Award that is outstanding on the date your unpaid leave of absence began will remain outstanding until the Final Return Date and, if a Payment Date occurs during that period, will be paid on the relevant Payment Date. If you return to active employment prior to the Final Return Date, any unpaid portion of your Cash Award will remain outstanding following that date in accordance with its terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to any unpaid portion of your Cash Award will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto.

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(iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) the final Payment Date, the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to any unpaid portion of the Cash Award the Payment Date of which has not yet occurred will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement.

(iv) In the event that your employment with the Company is terminated prior to the final Payment Date under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason) or in the event that your Employment Agreement expires prior to the final Payment Date, the provisions set forth in your Employment Agreement on the treatment of equity-based compensation upon such termination of your employment or expiration of your Employment Agreement (which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(vi) of your Employment Agreement), as applicable, will be deemed to apply to the treatment of this Cash Award; provided, however, that, solely in the case of the 409A Installments, any such termination of employment must constitute a “separation from service” within the meaning of Section 409A. Notwithstanding the foregoing and any other provision of this Award Agreement or your Employment Agreement to the contrary, although all unpaid portions of this Cash Award shall become fully vested on December 31, 2011 to the extent provided in Paragraph 4.b(vi) of your Employment Agreement, such amounts shall not be paid to you within thirty (30) days following December 31, 2011 and instead, shall be paid to you on the earliest date that is otherwise provided pursuant to this Award Agreement.

(b) Payment following a Change of Control. Notwithstanding the provisions of your Employment Agreement (which provisions covering the treatment of equity-based compensation in connection with a change of control shall be deemed to apply to the treatment of this Cash Award), in the event of a change of control (as defined in your Employment Agreement) prior to January 1, 2013, all unpaid portions of your Cash Award shall be paid not later than the tenth (10th) day following the date of the change of control; provided, however, that solely in the case of any 409A Installment, such change of control must also constitute a 409A Change of Control. In the case of any 409A Installment, in the event of a change of control that does not constitute a 409A

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Change of Control at any time prior to the final Payment Date or in the event of a change of control that constitutes a 409A Change of Control on or after January 1, 2013, all unpaid 409A Installments shall be paid on the earlier of (x) the originally scheduled Payment Dates and (y) the date on which your employment terminates for any reason.

(c) Payment of Cash Award. The Company shall, subject to Sections 3(a), 3(b) and 6 of this Award Agreement, pay (i) the portion of the Cash Award that is not a 409A Installment in a lump sum as soon as practicable following the relevant Payment Date, but in no event later than March 15 of the calendar year following such Payment Date and (ii) each 409A Installment in a lump sum no later than thirty (30) days following the relevant Payment Date.

SECTION 4. Forfeiture of Cash Award. Unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement or in Section 3 of this Award Agreement, if the Payment Date with respect to any portion of your Cash Award has not occurred prior to the date on which your employment with the Company and its Affiliates terminates, your rights with respect to such portion shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.

SECTION 5. Non-Transferability of Cash Award. Unless otherwise provided by the Committee in its discretion, your Cash Award may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of your Cash Award in violation of the provisions of this Section 5 and Section 9(a) of the Plan shall be void.

SECTION 6. Withholding and Consents. (a) Withholding. The Company may deduct and withhold from the payment of the Cash Award such Federal, state, local foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation.

(b) Consents. Your rights in respect of the Cash Award are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including, without limitation, your consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).

SECTION 7. Successors and Assigns of the Company. The terms and conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

SECTION 8. Committee Discretion. Subject to the terms of this Award Agreement and your Employment Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.

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SECTION 9. Dispute Resolution. (a) Jurisdiction and Venue. Notwithstanding any provision in your Employment Agreement, you and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Delaware and (ii) the courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Delaware or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Delaware. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which you have submitted to jurisdiction in this Section 9(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the District of Delaware or (B) the courts of the State of Delaware, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan.

(c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 9, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

SECTION 10. Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three Business Days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:

If to the Company:	DreamWorks Animation SKG, Inc.
	1000 Flower Street
	Glendale, CA 91201
	Attention: General Counsel
	Telecopy : (818) 695-6123
If to you:	At the address specified in the Company’s records

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The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice to the other in the manner specified above.

SECTION 11. Headings. Headings are given to the Sections and subsections of this Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof.

SECTION 12. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 13(d) of this Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement shall be subject to the provisions of Section 7(c) of the Plan).

SECTION 13. Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.

(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month

6

delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period.

(d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

SECTION 14. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date first written above.

DREAMWORKS ANIMATION SKG, INC.,
	by
		/s/ Andrew Chang
		Name: Andrew Chang
		Title: General Counsel

LEWIS COLEMAN

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