Exhibit 10.3
[DreamWorks
Letterhead]
July 24, 2008
Mr. Roger A.
Enrico
500 Crescent Court
Suite 250
Dallas, TX 75201
Dear Roger:
Reference is made to that certain
Employment Agreement dated as of October 8, 2004 by and
between DreamWorks Animation SKG, Inc., a Delaware corporation (the
“Company”), and you (as amended by the waiver dated
December 5, 2005, as amended and restated by the Amended and
Restated Employment Agreement, dated as of December 6, 2006,
and as further amended and restated by the Amended and Restated
Employment Agreement dated as of October 25, 2007
(collectively, the “Prior Agreement”)), pursuant to
which the Company agreed to employ you and you agreed to accept
such employment upon the terms and conditions set forth therein.
This letter agreement (this “Letter Agreement”) is
being executed to evidence the mutual decision of you and the
Company to conclude your employee status as of the date hereof.
Capitalized terms used in this Agreement and not otherwise defined
shall have the meanings given to such terms in the Prior
Agreement.
It is hereby agreed by the Company
and you as follows:
1. Conclusion of Employee
Status . It is mutually agreed that your status as an employee
of the Company shall conclude as of the date hereof. Accordingly,
the Prior Agreement is terminated as of the date hereof and neither
party shall have any further duties or obligations thereunder,
except as otherwise provided in this Agreement. Notwithstanding the
conclusion of your employment, you shall remain as non-executive
Chairman of the Board of the Company’s Board of Directors,
until your successor has been duly elected and qualified in
accordance with the Restated Certificate of Incorporation and
Bylaws of the Company.
2. Treatment of Equity Awards
.
a. Vested Awards . Exhibit A
hereto contains a list of all of your outstanding equity awards as
of the date hereof (the “Equity Awards”), including
restricted stock, performance compensation awards
(“PCAs”), stock options and stock appreciation rights
awards (“SARs”). Notwithstanding any other provision to
the contrary in the applicable award agreement or the Prior
Agreement, any stock options or SARs that are vested as of
the
date hereof or that thereafter become vested
(collectively, the “Vested Options”) shall continue to
remain outstanding and exercisable for the balance of the term of
the applicable grants, provided that you remain a director of the
Company until October 23, 2009. In the event that you cease to
be a director prior to October 23, 2009 as a result of the
failure to reelect or otherwise maintain you as a director of the
Company or as a result of your death or disability, the Vested
Options shall thereafter continue to remain outstanding and
exercisable for the balance of the term of the applicable grant. In
the event that you cease to be a director of the Company prior to
October 23, 2009 for any other reason, you shall have a period
of 90 days following the date that you cease to be a director (the
“Option Expiration Date”) to exercise any
then-unexercised stock options or SARs, and any Vested Options that
remain unexercised following the Option Expiration Date shall be
forfeited and cancelled. In the event that you remain a director of
the Company as of October 23, 2009, all of the
then-unexercised Vested Options shall continue to remain
outstanding and exercisable for the balance of the term of the
applicable grant.
b. Unvested Awards . As of
the date hereof, certain shares of restricted stock, performance
compensation awards, stock options and SARs as set forth in Exhibit
A (the “Current Unvested Awards”) are unvested.
Notwithstanding any other provision to the contrary in the
applicable award agreement or the Prior Agreement, the Current
Unvested Awards shall continue to remain outstanding and vest in
accordance with their original terms provided that you remain a
director of the Company. For purposes of this Agreement, an award
will be deemed to have vested when it is no longer subject to a
substantial risk of forfeiture (within the meaning of Treasury
Regulation Section 1.409A-1(d)). In the event that you remain
a director of the Company as of October 23, 2009, with respect
to any Equity Awards that remain unvested as of such date,
(i) any Equity Awards that are subject to time-based vesting
criteria shall become fully vested on such date, (ii) any
Equity Awards that are subject to performance-based vesting
criteria will continue to remain subject to the achievement of
performance goals, as set forth or referred to in the applicable
award agreemen
