Form of Employee Restricted Share Award Agreement Performance Based



 Exhibit 10.6 
 [FORM OF EMPLOYEE RESTRICTED SHARE AWARD AGREEMENT (PERFORMANCE)] 
 RESTRICTED SHARE AWARD AGREEMENT
UNDER THE DREAMWORKS ANIMATION SKG, INC., 2004 OMNIBUS INCENTIVE COMPENSATION PLAN effective as of [DATE], between DreamWorks Animation SKG, Inc. (the “Company”), a Delaware Corporation, and [EMPLOYEE]. 
 This Restricted Share Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of [NUMBER OF SHARES] (the
“Award”) of the Company’s Class A Common Stock, $0.01 par value, 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., 2004 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;
provided, however, that, notwithstanding the foregoing, it is understood that the provisions of Section 6(e)(vi)(D) of the Plan, including but not limited to the concept of “negative discretion” shall not be applicable
to the Restricted Shares. 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. 
 “Determination Date” means the date during the first quarter of [DATE], as determined by the
Committee, on which the Committee determines whether Performance Goals with respect to the Performance Period have been achieved. 
 “Performance Period” means the period from [DATE] to [DATE]. 
 SECTION 3. Vesting and Delivery.
(a) Performance-Based Vesting. Except as otherwise provided in your Employment Agreement, the vesting of your rights with respect to the Restricted Shares is contingent on the attainment of performance goals to be established by the
Committee (the “Performance Goals”), and such Performance Goals will be set forth on Exhibit A to this Award Agreement once established by the Committee. Accordingly, unless otherwise provided in your Employment Agreement, your
rights with respect to Restricted Shares subject to this Award Agreement will not become vested on the Determination Date unless the Committee determines that the Performance Goals with respect to the Determination Date have been attained. 








 
Furthermore, pursuant to Section 4 and except as otherwise provided in your Employment Agreement, in order for your rights with respect to any
Restricted Shares to become vested on the Determination Date, you must be employed by the Company or an Affiliate on the Determination Date. In addition, if the Committee determines that target performance goals have been exceeded during the
Performance Period, the Committee may, but is not obligated to, make additional grants of equity or non-equity based compensation to you. 
 (b) 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. 
 SECTION 4. Forfeiture of Restricted Shares. Unless the Committee determines otherwise, and except as otherwise provided in your Employment
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. If, on the Determination Date, the Committee determines in its sole discretion that your rights with
respect to any Restricted Shares under this Award Agreement remain unvested, 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(b) is conditioned on satisfaction of any applicable withholding taxes in accordance with Section 9(d) of the Plan. 
 (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 reasonably 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 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 or other advisors (provided that such counsel or other advisors agree 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: 
  

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	If to the Company:	  	 DreamWorks Animation SKG, Inc.
 1000 Flower
Street
 Glendale, California 91201
 Attention: General
Counsel
 Telecopy :

		
	If to you:	  	[NAME/ADDRESS OF EMPLOYEE]
		
	with a copy to:	  	

 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 any such waiver, amendment, alteration, suspension, discontinuance, cancellation 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). 
 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:


  

			
	 [NAME OF EMPLOYEE]

		
		 	  



  

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