Form of Restricted Stock Unit Award Agreement for Non-employee Directors



 Exhibit 10.6 
 [FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT 
 FOR NON-EMPLOYEE DIRECTORS] 
 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE DREAMWORKS ANIMATION SKG, INC., 2008 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of
«Month» «Day», «Year», between DreamWorks Animation SKG, Inc. (the “Company”), a Delaware corporation, and «First» «Last». 
 This Restricted Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of
«Restricted_Shares» restricted stock units (the “Award”) that are subject to the terms and conditions specified herein (“RSUs”) and that are granted to you under the DreamWorks Animation SKG, Inc. 2008 Omnibus
Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, a share of the Company’s
Class A Common Stock, $0.01 par value (“Share”), as set forth in Section 3 below. 
 THIS AWARD IS SUBJECT TO ALL TERMS
AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 9. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF
THIS AWARD AGREEMENT. 
 SECTION 1. The Plan. This 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. 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,
“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time. 
 SECTION 3. Vesting and Delivery. (a) Your rights with respect to the RSUs subject to this Award Agreement shall be fully vested upon the date
of grant of the RSUs (such date, the “Vesting Date”). 
 (b) Notwithstanding the occurrence of the Vesting Date and the
reference in Section 3 of the letter agreement between you and the Company, dated July 24, 2008 (the “Letter Agreement”), to the survival of Paragraph 26 of the Prior Agreement (as defined in the Letter Agreement), the Company
shall not deliver the Shares with respect to the RSUs to you until the termination of your service as a director of the Company and its Affiliates, provided that such termination constitutes a “separation from service” within the meaning
of Section 409A. In such event, you will be entitled to delivery of one Share for each RSU awarded to you pursuant to this Award Agreement within 10 days following the termination of your service as of a director of the Company and its
Affiliates. 







 SECTION 4. Voting Rights; Dividend Equivalents. Prior to the date on which Shares are delivered to
you in settlement of the RSUs pursuant to this Award Agreement, you shall not be entitled to exercise any voting rights with respect to the Shares underlying such RSUs and shall not be entitled to receive dividends or other distributions with
respect to such Shares. 
 SECTION 5. Non-Transferability of RSUs. Unless otherwise provided by the Committee in its sole discretion,
RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of
an RSU in violation of the provisions of this Section 5 and Section 9(a) of the Plan shall be void. 
 SECTION 6. Withholding,
Consents and Legends. (a) Withholding. The delivery of Shares pursuant to Section 3 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 tax liability in connection with the settlement of RSUs, 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 upon settlement of the
RSUs, a number of Shares having a Fair Market Value (which shall either have the meaning set forth in the Plan or shall have such other meaning as determined by the Company in accordance with applicable withholding requirements) equal to such
withholding tax liability. 
 (b) Consents. Your rights in respect of the RSUs are conditioned on the receipt to the full satisfaction
of the Committee of any required consents that the Committee may determine to be necessary or advisable (including, without limitation, your consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal
information as the Committee deems advisable to administer the Plan). 
 (c) Legends. The Company may affix to certificates for Shares
issued pursuant to this Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws). The Company may advise the
transfer agent to place a stop order against any legended Shares. 
 SECTION 7. Successors and Assigns of the Company. The terms and
conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns. 
 SECTION 8. Committee Discretion. The Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be
final, binding and conclusive. 
  

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 SECTION 9. Dispute Resolution. (a) Jurisdiction and Venue. You and the Company
irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Delaware and (ii) the courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this
Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Delaware or, if such suit, action or other proceeding may not be brought in such
court for jurisdictional reasons, in the courts of the State of Delaware. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be
effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which you have submitted to jurisdiction in this Section 9(a). You and the Company irrevocably and unconditionally waive any objection to
the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the District of Delaware or (B) the courts of the State of Delaware, and hereby and thereby
further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 
 (b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to
a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan. 
 (c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 9, except that you may disclose information concerning such dispute to the court
that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute). 
  

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

			
	If to the Company:	  	 DreamWorks Animation SKG, Inc.
 1000 Flower Street

 Glendale, CA 91201
 Attention: General Counsel
 Telecopy :

		
	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 written
notice to the other in the manner specified above. 
 SECTION 11. Headings. Headings are given to the Sections and subsections of this
Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof. 
 SECTION 12. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 13(d) of this Award Agreement, any such waiver, amendment, alteration, suspension,
discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that
this Award Agreement and the RSUs shall be subject to the provisions of Section 7(c) of the Plan). 
 SECTION 13.
Section 409A. (a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements
for avoiding taxes or penalties under Section 409A. 
 (b) Neither you nor any of your creditors or beneficiaries shall have the right
to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under
Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its
Affiliates. 
 (c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a
specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable 

  

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hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the
six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the
first business day after such six-month period. 
 (d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the
uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under
Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties
under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties. 
 SECTION 14. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. 
 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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