**Exhibit 10.1**

**DREAMWORKS ANIMATION SKG, INC.**

**2010 EMPLOYEE STOCK PURCHASE PLAN**

**I. PURPOSE OF THE PLAN**

This Employee Stock Purchase Plan is intended to promote the interests of DreamWorks Animation SKG, Inc., a Delaware corporation, byproviding eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in an employee stock purchase plan designed to qualify under Section 423 of the Code. 

Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. 

**II. ADMINISTRATION OF THE PLAN**

The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules andregulations for administering the Plan as it may deem necessary in order to comply with the requirements of Code Section 423. Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan.

**III. STOCK SUBJECT TO PLAN**

A. The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of CommonStock purchased on the open market. The number of shares of Common Stock reserved for issuance over the term of the Plan shall be limited to Eight Hundred Thousand (800,000) shares. 

B. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares,exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration or should the value of outstanding shares of Common Stock be substantially reduced asa result of a spin-off transaction or an extraordinary dividend or distribution, then equitable adjustments shall be made by the Plan Administrator to (i) the maximum number and class of securities issuable under the Plan, (ii) the maximumnumber and class of securities purchasable per Participant during any offering period and on any one Purchase Date during that offering period, (iii) the maximum number and class of securities purchasable in total by all Participants under thePlan on any one Purchase Date and (iv) the number and class of securities and the price per share in effect under each outstanding purchase right. The adjustments shall be made in such manner as the Plan Administrator deems appropriate, andsuch adjustments shall be final, binding and conclusive. 

**IV. OFFERING PERIODS**

A. Shares of Common Stock shall be offered for purchase under the Plan through a series of successive offering periods until such time as(i) the maximum number of shares of Common Stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated. 

B. Each offering period shall be of the duration (not to exceed twenty-four (24) months) specified by the Plan Administrator priorto the start of that offering period. Unless otherwise specified by the Plan Administrator prior to the start of the applicable offering period, offering periods shall commence on the first business day of May and the first business day of Novembereach year. The initial offering period under the Plan shall commence on the date specified by the Plan Administrator following stockholder approval of the Plan at the 2010 Annual Meeting of the Stockholders. 

 

C. The terms and conditions of each offering period may vary, and two or more offeringsperiods may run concurrently under the Plan, each with its own terms and conditions. In addition, special offering periods may be established with respect to entities that are acquired by the Corporation (or any subsidiary of the Corporation) orunder such other circumstances as the Plan Administrator deems appropriate. In no event, however, shall the terms and conditions of any offering period contravene the express limitations and restrictions of the Plan, and the participants in eachseparate offering period shall have equal rights and privileges under that offering in accordance with the requirements of Section 423(b)(5) of the Code and the applicable Treasury Regulations thereunder. 

D. Each offering period shall be comprised of one or more successive Purchase Intervals, as determined by the Plan Administrator prior tothe start of the applicable offering period. Purchase Intervals shall run from the first business day in May to the last business day in October each year and from the first business day in November each year to the last business day in April in thefollowing year, unless the Plan Administrator designates different Purchase Intervals for a particular offering period prior to the start of that offering period. 

E. Should the Fair Market Value per share of Common Stock on any Purchase Date within an offering period with one or more remainingPurchase Intervals be less than the Fair Market Value per share of Common Stock on the start date of that offering period, then the individuals participating in that offering period shall, immediately after the purchase of shares of Common Stock ontheir behalf on such Purchase Date, be transferred from that offering period and automatically enrolled in the offering period commencing on the next business day following such Purchase Date, provided and only if the Fair Market Value per share ofCommon Stock on the start date of that new offering period is lower than the Fair Market Value per share of Common Stock on the start date of the offering period in which they were currently enrolled. 

**V. ELIGIBILITY**

A. Eachindividual who is an Eligible Employee on the start date of an offering period under the Plan may enter that offering period only on such start date. However, an Eligible Employee may participate in only one offering period at a time. In addition,the Plan Administrator may exclude from participation in one or more offering periods any Highly Compensated Employee who is on the start date of the applicable offering period an executive officer of the Corporation subject to the reporting andshort-swing trading restrictions of Section 16 of the 1934 Act. Individuals who are otherwise Eligible Employees but subject to a collective bargaining agreement with a Participating Employer shall be eligible to participate in the Plan to theextent the collective bargaining unit of which they are members allows such participation. 

B. The date an individual entersan offering period shall be designated his or her Entry Date for purposes of that offering period. 

C. Each corporation thatbecomes a Corporate Affiliate after the Effective Date shall automatically become a Participating Corporation effective as of the start date of the first offering date coincident with or next following the date on which it becomes such an affiliate,unless the Plan Administrator determines otherwise prior to the start date of that offering period. 

D. To participate in thePlan for a particular offering period, the Eligible Employee must complete the enrollment forms prescribed by the Plan Administrator (including a stock purchase agreement and a payroll deduction authorization or other authorized form of contributionallowable for that offering period) and file such forms with the Plan Administrator (or its designate) on or before his or her scheduled Entry Date. 

**VI. PAYROLL DEDUCTIONS**

A. For each offering period, the Plan Administrator may allow contributions to the Plan to be effected in the form of periodic payrolldeductions or one or more other forms specified by the Plan Administrator prior to the start date of the applicable offering period. However, all contributions, whether in the form of payroll deductions or other mode, shall be made solely on thebasis of either the Participant’s Base Salary or the Participant’s Cash 

Earnings for the offering period, with the applicable contribution base to be determined by the Plan Administrator prior to the start of the applicable offering period. However, for anyParticipant who is compensated on an hourly basis, the contribution base shall be the Hourly Compensation paid to that Participant on each pay day within the offering period. Unless the Plan Administrator determines otherwise prior to the start ofthe applicable offering period: 

(i) Participant contributions for each offering period shall be solely in theform of payroll deductions, and 

(ii) the payroll deductions that each Participant may authorize for purposesof acquiring shares of Common Stock during an offering period may be in any multiple of one percent (1%) of the Base Salary, Cash Earnings or Hourly Compensation (whichever is the applicable contribution base for that Participant for theoffering period) paid to that Participant during each Purchase Interval within such offering period, up to a maximum of fifteen percent (15%), unless the Plan Administrator establishes a different maximum percentage prior to the start date of theapplicable offering period. 

B. The rate of payroll deduction or other permitted form of contribution so authorized shallcontinue in effect throughout the offering period, except to the extent such rate is changed in accordance with the following guidelines: 

(i) The Participant may, at any time during the offering period, reduce the rate of his or her payroll deduction or otherpermitted form of contribution to become effective as soon as administratively possible after filing the appropriate form with the Plan Administrator. The Participant may not, however, effect more than one (1) such reduction per PurchaseInterval. 

(ii) The Participant may, at any time during the offering period, increase the rate of his or herpayroll deduction or other permitted form of contribution (up to the maximum percentage limit for that offering period) to become effective as soon as administratively possible after filing the appropriate form with the Plan Administrator. TheParticipant may not, however, effect more than one (1) such increase per Purchase Interval. 

(iii) TheParticipant may at any time reduce his or her rate of payroll deduction under the Plan or other form of permitted contribution to 0%. Such reduction shall become effective as soon as administratively practicable following the filing of theappropriate form with the Plan Administrator. The Participant’s existing payroll deductions or other permitted contribution for the Purchase Interval in which such reduction occurs shall be applied to the purchase of shares of Common Stock onthe next scheduled Purchase Date. 

C. Payroll deductions shall begin on the first pay day administratively feasible followingthe Participant’s Entry Date into the offering period and shall (unless sooner terminated by the Participant) continue through the pay day ending with or immediately prior to the last day of that offering period. To the extent the PlanAdministrator authorizes other forms of contributions for an offering period, those permitted contributions shall be collected in the manner specified by the Plan Administrator for that offering period. The payroll deductions or other permittedforms of contribution so collected shall be credited to the Participant’s book account under the Plan, but no interest shall be paid on the balance from time to time outstanding in such account, unless otherwise required by the terms of thatoffering period. Unless the Plan Administrator determines otherwise prior to the start of the applicable offering period, the amounts collected from the Participant shall not be required to be held in any segregated account or trust fund and may becommingled with the general assets of the Corporation and used for any corporate purpose. 

D. Payroll deductions or otherpermitted form of contribution shall automatically cease upon the termination of the Participant’s purchase right in accordance with the provisions of the Plan. 

E. The Participant’s acquisition of Common Stock under the Plan on any Purchase Date shall neither limit nor require theParticipant’s acquisition of Common Stock on any subsequent Purchase Date, whether within the same or a different offering period. 

**VII. PURCHASE RIGHTS**

A. **Grant of Purchase Right.** A Participant shall be granted a separate purchase right for each offering period in which he orshe participates. The purchase right shall be granted on the Participant’s Entry Date into the offering period. Unless the Plan Administrator determines otherwise prior to the start date of the applicable offering period and subject to thelimitations of Article VIII below, each purchase right granted for an offering period shall provide the Participant with the right to purchase up to 500 shares of Common Stock on each Purchase Date within that offering period for a maximum of 2,000shares of Common Stock for an offering period with a duration of twenty-four (24) months. The Participant shall execute a stock purchase agreement embodying such terms and such other provisions (not inconsistent with the Plan) as the PlanAdministrator may deem advisable. 

Under no circumstances shall purchase rights be granted under the Plan to any EligibleEmployee if such individual would, immediately after the grant, own (within the meaning of Code Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combinedvoting power or value of all classes of stock of the Corporation or any Corporate Affiliate. 

B. **Exercise of thePurchase Right.**Each purchase right shall be automatically exercised in installments on each successive Purchase Date within the offering period, and shares of Common Stock shall accordingly be purchased on behalf of each Participant (otherthan Participants whose payroll deductions or other contributions have previously been refunded pursuant to the Termination of Purchase Right provisions below) on each such Purchase Date. The purchase shall be effected by applying theParticipant’s payroll deductions or other permissible form of contribution for the Purchase Interval ending on such Purchase Date to the purchase of whole shares of Common Stock at the purchase price in effect for the Participant for thatPurchase Date. 

**C. Purchase Price.**The purchase price per share at which Common Stock will be purchased on theParticipant’s behalf on each Purchase Date within the offering period will be established by the Plan Administrator prior to the start of that offering period, but in no event shall such purchase price be less than eighty-five percent(85%) of the *****lower***** of (i) the Fair Market Value per share of Common Stock on the Participant’s Entry Date into that offering period or (ii) the Fair Market Value per share of Common Stock on that PurchaseDate.****

D. **Number of Purchasable Shares.** The number of shares of Common Stock purchasable by a Participanton each Purchase Date during the offering period shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll deductions or other permitted form of contribution during the Purchase Intervalending with that Purchase Date by the purchase price in effect for the Participant for that Purchase Date. However, the maximum number of shares of Common Stock purchasable per Participant on any one Purchase Date shall not exceed 500 shares,subject to periodic adjustments in the event of certain changes in the Corporation’s capitalization. In addition, the maximum number of shares of Common Stock purchasable in total by all Participants on any one Purchase Date shall not exceed250,000 shares, subject to periodic adjustments in the event of certain changes in the Corporation’s capitalization. However, the Plan Administrator shall have the discretionary authority, exercisable prior to the start of any offering periodunder the Plan, to increase or decrease the limitations to be in effect for the number of shares purchasable per Participant (and the corresponding maximum number of shares purchasable per Participant for that offering period) and in total by allParticipants on each Purchase Date within that offering period. 

E. **Excess Payroll Deductions/Contributions.** Anypayroll deductions or other permitted form of contribution not applied to the purchase of shares of Common Stock on any Purchase Date because they are not sufficient to purchase a whole share of Common Stock shall be held for the purchase of CommonStock on the next Purchase Date. However, any payroll deductions or other permitted form of contribution not applied to the purchase of Common Stock by reason of the limitation on the maximum number of shares purchasable per Participant or in theaggregate on the Purchase Date shall be promptly refunded. 

 

F. **Suspension of Payroll Deductions/Contributions.**In the event that aParticipant is, by reason of the accrual limitations in Article VIII, precluded from purchasing additional shares of Common Stock on one or more Purchase Dates during the offering period in which he or she is enrolled, then no further payrolldeductions or other form of contribution permitted for that offering period shall be collected from such Participant with respect to those Purchase Dates. The suspension of such deductions or contributions shall not terminate the Participant’spurchase right for the offering period in which he or she is enrolled, and payroll deductions or other permitted form of contribution shall automatically resume on behalf of such Participant once he or she is again able to purchase shares duringthat offering period in compliance with the accrual limitations of Article VIII. 

G. **Termination of PurchaseRight.** The following provisions shall govern the termination of outstanding purchase rights: 

(i) AParticipant may withdraw from the offering period in which he or she is enrolled by filing the appropriate form with the Plan Administrator (or its designate) at any time prior to the next scheduled Purchase Date in that offering period, and nofurther payroll deductions or other permitted form of contribution shall be collected from the Participant with respect to the offering period. Any payroll deductions or other permitted contributions collected during the Purchase Interval in whichsuch withdrawal occurs shall, at the Participant’s election, be immediately refunded or held for the purchase of shares on the next Purchase Date. If no such election is made at the time of such withdrawal, then the payroll deductions or otherpermitted form of contribution collected with respect to the Purchase Interval in which such withdrawal occurs shall be refunded as soon as possible. 

(ii) The Participant’s withdrawal from the offering period shall be irrevocable, and the Participant may notsubsequently rejoin that offering period. In order to resume participation in any subsequent offering period, such individual must re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before his or her scheduledEntry Date into that offering period. 

(iii) Should the Participant cease to remain an Eligible Employee forany reason (including death, disability or change in status) while his or her purchase right remains outstanding, then that purchase right shall immediately terminate, and all of the Participant’s payroll deductions or other permittedcontributions for the Purchase Interval in which the purchase right so terminates shall be immediately refunded. However, should the Participant cease to remain in active service by reason of an approved unpaid leave of absence, then the Participantshall have the right, exercisable up until the last business day of the Purchase Interval in which such leave commences, to (a) withdraw all the payroll deductions or other permitted contributions collected to date on his or her behalf for thatPurchase Interval or (b) have such funds held for the purchase of shares on his or her behalf on the next scheduled Purchase Date. In no event, however, shall any further payroll deductions or other permitted form of contribution be collectedon the Participant’s behalf during such leave. Upon the Participant’s return to active service (x) within three (3) months following the commencement of such leave or (y) prior to the expiration of any longer period forwhich such Participant is provided with reemployment rights by statute or contract, his or her payroll deductions or other permitted form of contribution under the Plan shall automatically resume at the rate in effect at the time the leave began,unless the Participant withdraws from the Plan prior to his or her return. An individual who returns to active employment following a leave of absence which exceeds in duration the applicable (x) or (y) time period will be treated as a newEmployee for purposes of subsequent participation in the Plan and must accordingly re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before his or her scheduled Entry Date into the offering period.

H. **Change in Control.** Each outstanding purchase right shall automatically be exercised, immediately prior tothe effective date of any Change in Control, by applying the payroll deductions or other permitted contributions of each Participant for the Purchase Interval in which such Change in Control occurs to the purchase of whole shares of Common Stock atthe purchase price per share in effect for that Purchase Internal pursuant to the Purchase Price provisions of Paragraph C of this Article VII. However, the applicable limitation on the number of shares of Common Stock purchasable per Participantshall continue to apply to any such purchase, but not the limitation applicable to the maximum number of shares of Common Stock purchasable in total by all Participants. 

The Corporation shall use reasonable efforts to provide at least ten (10)-days prior writtennotice of the occurrence of any Change in Control, and Participants shall, following the receipt of such notice, have the right to terminate their outstanding purchase rights prior to the effective date of the Change in Control. 

I. **Proration of Purchase Rights.** Should the total number of shares of Common Stock to be purchased pursuant to outstandingpurchase rights on any particular date exceed the number of shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payrolldeductions or other permitted form of contribution of each Participant, to the extent in excess of the aggregate purchase price payable for the Common Stock pro-rated to such individual, shall be refunded. 

J. **Assignability.** The purchase right shall be exercisable only by the Participant and shall not be assignable ortransferable by the Participant. 

K. **Stockholder Rights.** A Participant shall have no stockholder rights withrespect to the shares subject to his or her outstanding purchase right until the shares are purchased on the Participant’s behalf in accordance with the provisions of the Plan and the Participant has become a holder of record of the purchasedshares. 

**VIII. ACCRUAL LIMITATIONS**

A. No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right outstanding under the Plan ifand to the extent such accrual, when aggregated with (i) rights to purchase Common Stock accrued under any other purchase right granted under the Plan and (ii) similar rights accrued under other employee stock purchase plans (within themeaning of Code Section 423) of the Corporation or any Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five Thousand Dollars ($25,000.00) worth of stock of the Corporation or any Corporate Affiliate(determined on the basis of the Fair Market Value per share on the date or dates such rights are granted) for each calendar year such rights are at any time outstanding. 

B. For purposes of applying such accrual limitations to the purchase rights granted under the Plan, the following provisions shall be ineffect: 

(i) The right to acquire Common Stock under each outstanding purchase right shall accrue in a seriesof installments on each successive Purchase Date during the offering period on which such right remains outstanding. 

(ii) No right to acquire Common Stock under any outstanding purchase right shall accrue to the extent the Participant hasalready accrued in the same calendar year the right to acquire Common Stock under one or more other purchase rights at a rate equal to Twenty-Five Thousand Dollars ($25,000.00) worth of Common Stock (determined on the basis of the Fair Market Valueper share on the date or dates of grant) for each calendar year such rights were at any time outstanding. 

C. If by reason ofsuch accrual limitations, any purchase right of a Participant does not accrue for a particular Purchase Interval, then the payroll deductions or other permitted form of contribution which the Participant made during that Purchase Interval withrespect to such purchase right shall be promptly refunded. 

D. In the event there is any conflict between the provisions ofthis Article VIII and one or more provisions of the Plan or any instrument issued thereunder, the provisions of this Article VIII shall be controlling. 

**IX. EFFECTIVE DATE AND TERM OF THE PLAN**

A. The Plan shall become effective for the offering period commencing on the Effective Date; provided, however, that (i) no purchaserights shall be granted under the Plan unless the Plan is approved by the Corporation’s stockholders at the 2010 Annual Meeting of Stockholders and (ii) no purchase rights granted under the Plan shall be exercised, and no shares of CommonStock shall be issued hereunder, until the Corporation shall have complied with all applicable requirements of the 1933 Act (including the registration of the shares of Common Stock issuable under the Plan on a Form S-8 registration statement filedwith the Securities and Exchange Commission), all applicable listing requirements of any Stock Exchange (or the Nasdaq Stock Market, if applicable) on which the Common Stock is listed for trading and all other applicable requirements established bylaw or regulation. 

B. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the lastbusiness day in October 2020, (ii) the date on which all shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan or (iii) the date on which all purchase rights are exercised inconnection with a Change in Control. No further purchase rights shall be granted or exercised, and no further payroll deductions or other forms of contribution shall be collected, under the Plan following such termination. 

**X. AMENDMENT OF THE PLAN**

A. The Board may alter or amend the Plan at any time to become effective as of the start date of the next offering period thereafter underthe Plan. In addition, the Board may suspend or terminate the Plan at any time to become effective immediately following the close of any subsequent Purchase Interval. 

B. In no event may the Board effect any of the following amendments or revisions to the Plan without the approval of theCorporation’s stockholders: (i) increase the number of shares of Common Stock issuable under the Plan, except for permissible adjustments in the event of certain changes in the Corporation’s capitalization or (ii) modify theeligibility requirements for participation in the Plan. 

**XI. GENERAL PROVISIONS**

A. All costs and expenses incurred in the administration of the Plan shall be paid by the Corporation; however, each Plan Participantshall bear all costs and expenses incurred by such individual in the sale or other disposition of any shares purchased under the Plan. 

B. Nothing in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation or any CorporateAffiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly reserved byeach, to terminate such person’s employment at any time for any reason, with or without cause. 

C. The provisions of the Plan shall begoverned by the laws of the State of California without resort to that State’s conflict-of-laws rules. 

**Schedule A**

**Corporations Participating in**

**the 2010 Employee Stock Purchase Plan**

DreamWorks Animation SKG, Inc. 

. 

**APPENDIX**

The following definitions shall be in effect under the Plan: 

A. **Base Salary**shall mean the regular base salary paid to a Participant by one or more Participating Companies during suchindividual’s period of participation in one or more offering periods under the Plan. Base Salary shall be calculated before deduction of (A) any income or employment tax withholdings or (B) any contributions made by the Participant toany Code Section 401(k) salary deferral plan or Code Section 125 cafeteria benefit program now or hereafter established by the Corporation or any Corporate Affiliate. 

B. **Board** shall mean the Corporation’s Board of Directors. 

C. **Cash Earnings**shall mean (i) the regular base salary paid to a Participant by one or more Participating Companiesduring such individual’s period of participation in one or more offering periods under the Plan and (ii) any overtime payments, bonuses, commissions, profit-sharing distributions and other incentive-type payments received during suchperiod. Cash Earnings shall be calculated before deduction of (A) any income or employment tax withholdings or (B) any contributions made by the Participant to any Code Section 401(k) salary deferral plan or Code Section 125cafeteria benefit program now or hereafter established by the Corporation or any Corporate Affiliate. Cash Earnings shall not include any contributions made on the Participant’s behalf by the Corporation or any Corporate Affiliate to anyemployee benefit or welfare plan now or hereafter established (other than Code Section 401(k) or Code Section 125 contributions deducted from such Cash Earnings). 

D. **Change in Control** shall (a) have the meaning set forth in the agreement evidencing the Participant’sstock purchase right under the Plan; provided, however, that except in the case of a transaction described in subparagraph (iii) below, any definition of Change of Control set forth in such agreement shall provide that a Change ofControl shall not occur until consummation or effectiveness of a change in control of the Corporation, rather than upon the announcement, commencement, stockholder approval or other potential occurrence of any event or transaction that, ifcompleted, would result in a change in control of the Corporation or (b), if there is no definition set forth in the agreement evidencing the stock purchase right, mean the occurrence of any of the following events: 

(i) during any period of 14 consecutive calendar months, individuals who were members of the Board on the first day ofsuch period (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a Board member subsequent to the first day of such period whose election, ornomination for election, by the Corporation’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of thisproviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of Board members or other actual or threatened solicitation of proxies or consents by oron behalf of a “person” (as such term is used in Section 13(d) of the 1934 Act) (each, a “Person”), in each case other than the management of the Corporation, the Board or the holders of the Corporation’s Class B commonstock, $0.01 par value; 

(ii) the consummation of (A) a merger, consolidation, statutory share exchange orsimilar form of corporate transaction involving (x) the Corporation or (y) any of its Subsidiaries, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable (each of the eventsreferred to in this clause (A) being hereinafter referred to as a “Reorganization”) or (B) the sale or other disposition of all or substantially all the assets of the Corporation to an entity that is not an Affiliate (a“Sale”), in each case, if such Reorganization or Sale requires the approval of the Corporation’s stockholders under the law of the Corporation’s jurisdiction of organization (whether such approval is required for suchReorganization or Sale or for the issuance of securities of the Corporation in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (1) all or substantially all the individuals and entities who were the“beneficial owners” (as such term is defined in Rule 13d-3 under the 1934 Act (or a successor rule thereto)) of the securities eligible to vote for the election of the Board (“Company Voting Securities”) outstanding immediatelyprior to the consummation of such Reorganization or Sale beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting 

securities of the corporation resulting from such Reorganization or Sale (including, without limitation, a corporation that, as a result of such transaction, owns the Corporation or all orsubstantially all the Corporation’s assets either directly or through one or more subsidiaries) (the “Continuing Corporation”) in substantially the same proportions as their ownership, immediately prior to the consummation of suchReorganization or Sale, of the outstanding Company Voting Securities (excluding any outstanding voting securities of the Continuing Corporation that such beneficial owners hold immediately following the consummation of the Reorganization or Sale asa result of their ownership prior to such consummation of voting securities of any company or other entity involved in or forming part of such Reorganization or Sale other than the Corporation), (2) no Person (excluding (x) any employeebenefit plan (or related trust) sponsored or maintained by the Continuing Corporation or any corporation controlled by the Continuing Corporation, (y) Jeffrey Katzenberg and (z) David Geffen) beneficially owns, directly or indirectly, 40%or more of the combined voting power of the then outstanding voting securities of the Continuing Corporation and (3) at least 50% of the members of the board of directors of the Continuing Corporation were Incumbent Directors at the time of theexecution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale; 

(iii) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation; or

(iv) any Person, corporation or other entity or “group” (as used in Section 14(d)(2) of the1934 Act) (other than (A) the Corporation, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or an Affiliate or (C) any company owned, directly or indirectly, by the stockholdersof the Corporation in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 40% or more of thecombined voting power of the Company Voting Securities but only if the percentage so owned exceeds the aggregate percentage of the combined voting power of the Company Voting Securities then owned, directly or indirectly, by Jeffrey Katzenberg andDavid Geffen; provided, however, that for purposes of this subparagraph (iv), the following acquisitions shall not constitute a Change of Control: (x) any acquisition directly from the Corporation, or (y) any acquisition byany employee benefit plan (or related trust) sponsored or maintained by the Corporation or an Affiliate. 

Solely for purposesof such Change in Control definition, the term “Affiliate” shall mean (a) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Corporation and/or (b) any entity in which theCorporation has a significant equity interest, in either case as determined by the Compensation Committee of the Board.

E.**Code** shall mean the Internal Revenue Code of 1986, as amended. 

F. **Common Stock** shall mean theCorporation’s Class A common stock. 

G. **Corporate Affiliate** shall mean any parent or subsidiarycorporation of the Corporation (as determined in accordance with Code Section 424), whether now existing or subsequently established. 

H. **Corporation** shall mean DreamWorks Animation SKG, Inc., a Delaware corporation, and any corporate successor to all orsubstantially all of the assets or voting stock of DreamWorks Animation SKG, Inc., which shall assume the Plan. 

I.**Effective Date** shall mean the date specified by the Plan Administrator as the start date of the initial offering period under the Plan. Any Corporate Affiliate that becomes a Participating Corporation after such Effective Date shalldesignate a subsequent Effective Date with respect to its employee-Participants. 

J. **Eligible Employee** shall mean any person who is employed by a ParticipatingCorporation on a basis under which he or she is regularly expected to render more than twenty (20) hours of service per week for more than five (5) months per calendar year for earnings that are considered wages under CodeSection 3401(a). Eligible Employees shall also include any individuals employed by a Participating Corporation on such basis who are subject to a collective bargaining agreement with that Participating Corporation to the extent the collectivebargaining unit of which they are members allows such individuals to participate in the Plan for one or more offering periods. The Plan Administrator may, prior to the start of the applicable offering period, waive one or both of the twenty(20) hour and five (5) month service requirements for all the employees eligible to participate in that offering period. 

K. **Entry Date** shall mean the date an Eligible Employee first commences participation in the offering period in effect underthe Plan. The earliest Entry Date under the Plan shall be the Effective Date. 

L. **Fair Market Value**per share ofCommon Stock on any relevant date shall be the closing price per share of Common Stock at the close of regular trading hours (i.e., before after-hours trading begins) on date on question on the Stock Exchange serving as the primary market for theCommon Stock, as such price is reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange onwhich the Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotationexists. 

M. **Highly Compensated Employee** shall mean an otherwise Eligible Employee who is also, on the applicabledetermination date, a highly compensated employee within the meaning of Section 414(q) of the Code. 

N. **HourlyCompensation** shall mean for each pay day within any Purchase Interval in which an individual paid on a hourly basis participates in the Plan, the dollar amount obtained by multiplying the basic hourly rate of compensation in effect for suchindividual by the number of straight-time hours worked or otherwise credited to him or her during the payroll period ending with that pay day. Hourly Compensation shall be calculated before deduction of (A) any income or employment taxwithholdings or (B) any contributions made by the Participant to any Code Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit program now or hereafter established by the Corporation or any CorporateAffiliate. However, Hourly Compensation shall **not,**for any offering period in which salaried employee participate on the basis of Base Salary, include (i) any overtime payments, shift differentials, bonuses or other incentive-typepayments received during the Participant’s period of participation or (ii) any contributions made by the Corporation or any Corporate Affiliate on the Participant’s behalf to any employee benefit or welfare plan now or hereafterestablished (other than Code Section 401(k) or Code Section 125 contributions deducted from his or her Hourly Compensation), but Hourly Compensation shall include such clause (i) payments and amounts for any offering period in whichsalaried employees participate on the basis of Cash Earnings. 

O. **1933 Act** shall mean the Securities Act of1933, as amended. 

P. **1934 Act** shall mean the Securities Exchange Act of 1934, as amended. 

Q. **Participant** shall mean any Eligible Employee of a Participating Corporation who is actively participating in the Plan.

R. **Participating Corporation** shall mean the Corporation and such Corporate Affiliate or Affiliates as may beauthorized from time to time by the Board to extend the benefits of the Plan to their Eligible Employees. The Participating Corporations in the Plan are listed in attached Schedule A. 

S. **Plan** shall mean the DreamWorks Animation SKG, Inc. 2010 Employee Stock Purchase Plan, as set forth in this document.

T. **Plan Administrator** shall mean the committee of two (2) or more Board members appointed by the Board toadminister the Plan. 

U. **Purchase Date** shall mean the last business day of each Purchase Interval.

V. **Purchase Interval** shall mean each successive six (6-)-month interval within the offering period at the endof which there shall be purchased shares of Common Stock on behalf of each Participant; provided, however, that the Plan Administrator may, prior to the start of the applicable offering period, designate a different duration for the PurchaseIntervals within that offering period. 

W. **Stock Exchange**shall mean the American Stock Exchange, the NasdaqGlobal or Global Select Market or the New York Stock Exchange.