**Exhibit 10.1**

**[FORM OF NON-EMPLOYEE DIRECTOR STOCK APPRECIATION RIGHTS AWARD AGREEMENT]**

STOCK APPRECIATION RIGHTSAWARD 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”), aDelaware Corporation, and **«First» «Last»**. 

This Stock Appreciation Rights Award Agreement (the “AwardAgreement”) 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”). A SAR constitutes an unfunded and unsecured promise of theCompany 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, asprovided 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 8. 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. 

SECTION 2. Vesting and Exercise. (a) Vesting. The SARs granted pursuantto this Award Agreement shall be fully vested and may be exercised upon grant. 

(b) Exercise of SARs. SARs, to the extent that theyare 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 Citigroup Global Markets, Inc. (or such successor arrangementestablished 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 thereby exercised. The notice shall be signed by you or anyother 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 FairMarket 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) the Fair Market Value per Share on the exercise date.

Notwithstanding the foregoing, unless the Committee determines otherwise, unexercised SARs expire (i) automatically on the date of your termination ofservice for cause (as determined by the Company) or (ii) 90 days after your termination of service for any reason other than cause; provided that all SARs will automatically expire on the tenth anniversary of this Award Agreement.

SECTION 3. Voting Rights; Dividend Equivalents. Prior to the date on which your rights with respect to a SAR have become vested andyou exercise such 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 4. 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 4 and Section 9(a) of the Plan shall be void. 

SECTION 5. Withholding, Consents and Legends.(a) Withholding. The delivery of Shares pursuant to Section 2(b) 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. 

SECTION 6. 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 7. Committee Discretion. The Committee shall have full and plenary discretion with respect to any actions to be taken or determinationsto be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive. 

 

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SECTION 8. Dispute Resolution. (a) Jurisdiction and Venue. You and the Companyirrevocably 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 thisAward 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 suchcourt 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 beeffective 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 8(a). You and the Company irrevocably and unconditionally waive any objection tothe 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 therebyfurther 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 8, 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 9. 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 (meaning a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permittedto be closed in the City of New York) 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 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 10. 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 11. 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, cancelation or termination that would materially andadversely 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 SARs shall be subject to the provisionsof Section 7(c) of the Plan). Notwithstanding the foregoing, the Company reserves the right to amend the Plan, the Award and/or this Award Agreement if the Company or the Committee determines that such an amendment is necessary or desirable tominimize or avoid the incurrence of any taxes or interest that might be payable by the Company or any Affiliate, or by any holder of SARs, pursuant to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended. Regardlessof any such amendment, the Company does not guarantee that any such taxes or interest pursuant to Section 409A will be minimized or avoided. 

SECTION 12. 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 writtenabove. 

 

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

 
**«FIRST» «LAST»** 
 

 

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