STOCK APPRECIATION RIGHT AWARD AGREEMENT UNDER THE DREAMWORKS ANIMATION SKG, INC. 2008 OMNIBUS INCENTIVE COMPENSATION PLAN

Exhibit 10.1

[FORM OF STOCK APPRECIATION RIGHT AWARD AGREEMENT

(TIME VESTED AND DOUBLE TRIGGER)]

STOCK APPRECIATION RIGHT 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 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. 2008 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 per-Share sales price (as reported by the New York Stock Exchange) on the date hereof. A SAR 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, whole shares of the Company’s Class A Common Stock, $0.01 par value (a “Share”), at the time such SAR is exercised, as provided herein, equal in value to the excess, if any, of the Fair Market Value (as defined in the Plan) 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 of SARs subject to this Award shall be rounded down to the nearest whole Share. Until such delivery, you shall have only the rights of a general unsecured creditor and no rights as a stockholder 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 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.

“ 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 of incapacity due to physical or mental illness);

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

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

(v) your material non-compliance with established Company policies and guidelines (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, shall have the meaning set forth in the Plan.

“ Exercisability Date ” means the date on which you become entitled to exercise all or a portion of the SARs subject to this Award Agreement, as provided in Section 3(a) or 3(b) of this Award Agreement.

“ Good Reason ” (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 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 immediately prior to the change; or

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

“ 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.

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SECTION 3. Vesting and Exercise . (a)  Regularly Scheduled Exercisability . (i) On each Exercisability Date set forth below, you will become entitled to exercise the number of SARs that corresponds to such Exercisability Date, as specified in the chart below, provided that you must be actively employed by the Company or an Affiliate on the relevant Exercisability Date, except (A) as otherwise determined by the Committee in its sole discretion, (B) as set forth in Section 3(a)(ii) or (iii) below or (C) as otherwise provided in your Employment Agreement.

(ii) In the event that you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your SARs will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the six-month anniversary of the date that your unpaid leave of absence began (such six-month anniversary, the “Final Return Date”). Therefore, any SARs that are outstanding and unexercisable on the date your unpaid leave of absence began will remain outstanding, subject to the final sentence of Section 3(d), until the Final Return Date and, if an Exercisability Date occurs during that period, will become exercisable on the relevant Exercisability Date. If you return to active employment prior to the Final Return Date, subject to the final sentence of Section 3(d), your SARs will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, for purposes of the Award Agreement, your employment will be deemed to terminate on the Final Return Date, and except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, (A) your rights with respect to any SARs that have not yet become exercisable as of the Final Retention Date will immediately terminate upon such date, and you will be entitled to no further payments or benefits with respect thereto, and (B) your rights to exercise any SARs that became exercisable prior to the Final Return Date will be governed by Section 3(d) below.

(iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the expiration or termination of such Employment Agreement, the Company determines that you shall no longer be

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required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the scheduled expiration date of your Employment Agreement. Upon expiration of your Employment Agreement, your employment with the Company and its Affiliates will be deemed to terminate for purposes of Sections 3 and 4 of this Award Agreement and, in connection therewith, (A) your rights with respect to any SARs that have not yet become exercisable will immediately terminate, and you will be entitled to no further payments or benefits with respect thereto, and (B) your rights to exercise any SARs that became exercisable prior to expiration will be governed by Section 3(d) below. For the avoidance of doubt, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without Cause or for Good Reason for purposes of Section 3(b) of this Award Agreement.

(b) Exercisability 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, any then-unexercisable SARs shall become immediate