FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.1

[FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME VESTED)]

RESTRICTED STOCK UNIT 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 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. 2004 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 (a “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 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 “Employment Agreement”), the terms of your Employment Agreement will govern.

SECTION 2. Definitions . Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:

“ Business Day ” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.

“ Vesting Date ” means the date on which your rights with respect to all or a portion of the RSU subject to this Award Agreement may become fully vested, as provided in Section 3(a) of this Award Agreement.

SECTION 3. Vesting and Delivery . (a)  Vesting . On each Vesting Date set forth below, your rights with respect to the number of RSUs that corresponds to such Vesting Date, as specified in the chart below, shall become vested, provided that you must be employed by the 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.

[FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME VESTED)]

(b) Delivery of Shares. On each Vesting Date, the Company shall deliver to you one Share for each RSU awarded to you pursuant to this Award Agreement that has vested on such date.

SECTION 4. Forfeiture of RSUs. Unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement, if your rights with respect to any RSUs awarded to you pursuant to this Award Agreement have not become vested prior to the date on which your employment with the Company and its Affiliates terminates, your rights with respect to such RSUs shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. For the purposes of any provisions of your employment agreement that specify the treatment of this Award upon your death, incapacity or disability, involuntary termination without cause, termination with good reason or expiration of the full term of such agreement or upon a change in control (or similar event), your rights under this Award shall be determined consistent with the terms of your employment agreement, provided that (i) any performance criteria or goals with respect to this Award referred to in your employment agreement shall be deemed waived pro rata on each Vesting Date provided in this Award Agreement (or on any accelerated vesting schedule provided in your employment agreement) (and, where applicable, such criteria shall be deemed to have been achieved at “target” level) and (ii) in instances where your right to receive or exercise this Award in whole or in part is conditioned upon the completion of a performance period, that (x) the four-year vesting period hereunder shall be treated as the performance period referred to in your employment agreement and (y) the determination of the treatment of this Award shall be done promptly following your death, incapacity or disability, involuntary termination without cause or termination with good reas