**Exhibit 10.5**

****[**FORM OF STOCK APPRECIATION RIGHT AWARD AGREEMENT**

**(TIME VESTED AND DOUBLE TRIGGER)]**

STOCK APPRECIATION RIGHT AWARD AGREEMENT UNDER THE DREAMWORKS ANIMATION SKG, INC., 2004 OMNIBUS INCENTIVE COMPENSATION PLAN dated as of**«Month» «Day», «Year»**, between DreamWorks Animation SKG, Inc. (the “Company”), a Delaware Corporation, and **«First» «Last»**. 

This Stock Appreciation Right Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award (the “Award”)of stock appreciation rights (“SARs”) that are granted to you under the DreamWorks Animation SKG, Inc. 2004 Omnibus Incentive Compensation Plan (the “Plan”). The number of SARs subject to this Award is **«SARs»**,at a price per Share of **$«Exercise_Price»**(the “Exercise Price”), the closing market price per Share (as reported by the New York Stock Exchange) on the date hereof. A SAR constitutes an unfunded and unsecured promise ofthe Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, whole shares of the Company’s Class A Common Stock, $0.01 par value (a “Share”), at the time such SAR vests and is exercised,as provided herein, equal in value to the excess, if any, of the Fair Market Value per Share over the Exercise Price per Share of the SAR. (Fractional shares will not be delivered and the number of Shares to be delivered upon any exercise by you ofSARs subject to this Award shall be rounded down to the nearest whole Share.) Until such delivery, you have only the rights of a general unsecured creditor and no rights as a shareholder of the Company. 

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONSSET 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. 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 “EmploymentAgreement”), the terms of your Employment Agreement will govern. 

SECTION 2. Definitions. Capitalized terms used in this AwardAgreement 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 inthe City of New York. 

“Cause” (a) shall have the meaning set forth in your Employment Agreement or(b) if there is no definition set forth in your Employment Agreement or if you do not have an Employment Agreement, shall mean the occurrence of any of the following events: 

(i) your fraud, misappropriation, embezzlement or misuse of funds or property belonging to the Company; 

(ii) your failure, following notice from the Company, to substantially perform your duties to the Company (other than as a result ofincapacity due to physical or mental illness); 

(iii) your conviction of, or entry of a plea of guilty or nolocontendre to, a felony or a crime involving moral turpitude; 

(iv) any willful act, or failure to act, by you in badfaith to the material detriment of the Company; or 

(v) your material non-compliance with established Company policies andguidelines (after which you have been informed in writing of such policies and guidelines and you have failed to cure such non-compliance). 

“Change of Control” (a) shall have the meaning set forth in your Employment Agreement or (b) if there is no definition set forth in your Employment Agreement or if you do not have an Employment Agreement, shallmean the occurrence of either of the following events: 

(i) during any period of 14 consecutive calendar months, individualswho were directors of the Company on the first day of such period (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board of Directors of the Company (the “Board”); provided, however,that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall beconsidered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to electionor removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) (each, a “Person”), in each case other than the management of the Company, the Board or the holders of the Company’s Class B common stock par value $0.01; 

(ii) the consummation of (A) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving(x) the Company 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 events referred to in this clause (A) being hereinafterreferred to as a 

 

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“Reorganization”) or (B) the sale or other disposition of all or substantially all the assets of Company to an entity that is not an affiliate(a “Sale”), in each such case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for suchReorganization or Sale or for the issuance of securities of the Company 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 Exchange Act (or a successor rule thereto)) of the securities eligible to vote for the election of the Board (“Company Voting Securities”) outstandingimmediately prior 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 Reorganizationor Sale (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “ContinuingCorporation”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding any outstanding voting securities of theContinuing Corporation that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in orforming part of such Reorganization or Sale other than the Company), (2) no Person (excluding (x) any employee benefit plan (or related trust) sponsored or maintained by the Continuing Corporation or any corporation controlled by theContinuing 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 the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such anagreement, at the time at which approval of the Board was obtained for such Reorganization or Sale; 

(iii) the stockholdersof the Company approve a plan of complete liquidation or dissolution of Company; or 

(iv) any Person, corporation or otherentity or “group” (as used in Section 14(d)(2) of the Exchange Act) (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an affiliate or(C) any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of Company Voting Securities) becomes the beneficial owner, directly or indirectly,of securities of the Company representing 40% or more of the combined voting power of Company Voting Securities but only if the percentage so owned exceeds the aggregate percentage of the combined voting power of Company Voting 

 

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Securities then owned, directly or indirectly, by Jeffrey Katzenberg and David Geffen; provided, however, that for purposes of thissubparagraph (iv), the following acquisitions shall not constitute a change of control: (x) any acquisition directly from the Company or (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by theCompany or an Affiliate. 

“Fair Market Value” means the closing market price per Share as reported on the New York StockExchange (or other relevant exchange) on the applicable date or, in the event there shall be no public market for the Shares on the applicable date, the fair market value of the Shares as determined in good faith by the Compensation Committee of theCompany’s Board of Directors. 

“Good Reason” (a) shall have the meaning set forth in your Employment Agreementor (b) if there is no definition set forth in your Employment Agreement or if you do not have an Employment Agreement, shall mean the occurrence of either of the following events: 

(i) a change of your principal place of employment to a location more than 50 miles from your principal place of employment immediatelyprior to the change; or 

(ii) a reduction of more than 10% in your annual base salary, other than a reduction that isconsistent and proportional with an overall reduction in the base salaries of all similarly situated employees of the Company. 

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

SECTION 3. Vesting and Exercise. (a) Regularly ScheduledVesting. On each Vesting Date set forth below, your rights with respect to the number of SARs that corresponds to such Vesting Date, as specified in the chart below, shall become vested and may be exercised, provided that you must be employed bythe Company or an Affiliate on the relevant Vesting Date, except as otherwise determined by the Committee in its sole discretion or as otherwise provided in your Employment Agreement. 

 

**Vesting Date**
 
**Aggregate Percentage Vested**
 
**Aggregate Number of SARs Subject to Vesting**

**«Vesting_Date_1»**
 **25** **«SAR1»**
**«Vesting_Date_2»**
 **50** **«SAR2»**
**«Vesting_Date_3»**
 **75** **«SAR3»**
**«Vesting_Date_4»**
 **100** **«SAR4»**
 

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(b) Vesting following a Change of Control. Subject to the last sentence of this Section 3(b)and to the procedures set forth herein, if, during the one-year period following a Change of Control, your employment is terminated by the Company without Cause or you terminate your employment for Good Reason, then your rights with respect to anythen-unvested SARs shall become immediately vested. In such event, the date of such termination of your employment shall be considered a Vesting Date hereunder. Notwithstanding any provision of this Award Agreement to the contrary, you will not beentitled to terminate your employment for Good Reason for purposes of this Award Agreement as the result of any event specified in clause (i) or (ii) of the definition of Good Reason unless, within ninety (90) days following theoccurrence of such event, you give the Company written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. The Company shall have thirty (30) days from thereceipt of such notice within which to cure (such period, the “Cure Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for Good Reason as a result of such event. If, atthe end of the Cure Period, the event that constitutes Good Reason has not been remedied, you will be entitled to terminate your employment for Good Reason during the sixty (60) day period that follows the end of the Cure Period.Notwithstanding the foregoing, in the event that your Employment Agreement specifically provides for vesting of any then-unvested SARs upon or following a Change of Control, the terms of your Employment Agreement will govern. 

(c) Change of Control under the Plan. For the avoidance of doubt, pursuant to Section 8 of the Plan, in the event of a Change of Control,unless provision is made in connection with such Change of Control for (i) assumption of the SARs or (ii) substitution for the SARs of new stock appreciation rights covering stock of a successor corporation or its “parentcorporation” (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 subject thereto, alloutstanding SARs that you hold shall automatically vest and be fully exercisable as of immediately prior to such Change of Control. 

(d)Exercise of SARs. SARs, to the extent that they are vested, may be exercised, in whole or in part (but not for fractional SARs), by delivery pursuant to the Company’s SARs exercise program currently administered by Smith Barney CitigroupGlobal Markets, Inc. (or such successor arrangement established by the Company) of a written or electronic notice, complying with the applicable procedures established by the Committee or the Company, stating the number of SARs that are therebyexercised. The notice shall be signed by you or any other person then entitled to exercise the SARs. Upon exercise, the Company shall deliver to you or your legal representative the number of Shares (rounded down to the nearest whole Share) equal to(x) (A) the excess, if any, of the Fair Market Value per Share on the exercise date over the Exercise Price per Share of the SAR, multiplied by (B) the number of SARs being exercised pursuant to such notice, divided by (y) theFair Market Value per Share on the exercise date. Notwithstanding 

 

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the foregoing, unless the Committee determines otherwise and except as otherwise provided in your Employment Agreement, unexercised SARs expire(i) automatically on the date of your termination of employment for Cause or (ii) 90 days after your termination of employment for any reason other than Cause; provided that all SARs will automatically expire on the tenthanniversary of this Award Agreement. 

SECTION 4. Forfeiture of SARs. Unless the Committee determines otherwise, and except asotherwise provided in Section 3(b) of this Award Agreement or in your Employment Agreement, if your rights with respect to any SARs awarded to you pursuant to this Award Agreement have not become vested prior to the date on which youremployment with the Company and its Affiliates terminates, your rights with respect to such SARs 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 SAR have become vested and you exercisesuch SAR, you shall not be entitled to exercise any voting rights with respect to such SAR or any Shares with respect thereto, and shall not be entitled to receive dividends or other distributions with respect thereto. 

SECTION 6. Non-Transferability of SARs. Unless otherwise provided by the Committee in its discretion, SARs 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 a SAR in violation of the provisions of thisSection 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(d) is conditioned on satisfaction of any applicable withholding taxes in accordance with Section 9(d) of the Plan. In the event that there is withholding taxliability in connection with the exercise of a SAR, you may 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 pursuant to the exercise of the SARs, anumber of Shares having a Fair Market Value equal to such withholding tax liability. 

(b) Consents. Your rights in respect of theSARs that are subject to this 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 tothe 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 restrictionsto 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. 

 

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

SECTION 9. CommitteeDiscretion. 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 proceedingarising 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 notbe 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 setforth 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 unconditionallywaive 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 toa 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 courtthat 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 AwardAgreement 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 tothe other party as set forth below: 

 

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If to the Company:  
DreamWorks Animation SKG, Inc.

1000 FlowerStreet

Glendale, CA 91201

Attention: General Counsel

Telecopy :
If to you:  
«First» «Last»

«Street» «Unit»

«City», «State» «Postal_Code»

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

SECTION 12. Headings. Headings are given to the Sections and subsections of thisAward 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, thatthis Award Agreement and the SARs 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 requirementsfor avoiding taxes or penalties under Section 409A. 

(b) Neither you nor any of your creditors or beneficiaries shall have the rightto 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 underSection 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 itsAffiliates. 

(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be aspecified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to 

 

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time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaningof 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 theotherwise 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 ofSection 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 solelyresponsible 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 norany 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. 

 
DREAMWORKS ANIMATION SKG, INC.,by 
 
Name: Title: **«FIRST» «LAST»** 
 

 

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