0001193125-05-238525 Sample Contracts

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production

Reference is made to that certain employment agreement dated as of October 8, 2004, as amended on June 22, 2005, between Katherine Kendrick and DreamWorks Animation SKG, Inc. (collectively, the “Agreement”). Except as provided to the contrary, all capitalized terms herein shall have the same meaning as under the Agreement.

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production

Reference is made to that certain employment agreement dated as of October 8, 2004, as amended on November 1, 2004, between Jeffrey Katzenberg and DreamWorks Animation SKG, Inc. (the “Agreement”). Except as provided to the contrary, all capitalized terms herein shall have the same meaning as under the Agreement.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production

Reference is made to that certain employment agreement dated as of October 8, 2004 between Ann Daly and DreamWorks Animation SKG, Inc. (the “Agreement”). Except as provided to the contrary, all capitalized terms herein shall have the same meaning as under the Agreement.

WAIVER OF CERTAIN EQUITY GRANTS UNDER THE EMPLOYMENT AGREEMENT
Waiver of Certain Equity Grants • December 8th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production

This waiver (the “Waiver”) of certain equity grants under the certain employment agreement (the “Agreement”) dated as of October 8, 2004 between Roger Enrico (“Executive”) and DreamWorks Animation SKG, Inc. (the “Company”). Except as provided to the contrary, all capitalized terms herein shall have the same meaning as under the Agreement.

DREAMWORKS ANIMATION SKG, INC. GLENDALE, CA 91201 As of December 5, 2005
Employment Agreement • December 8th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production • California

On December 5, 2005, (“Effective Date”) DreamWorks Animation SKG, Inc. (“Studio”) agrees to employ you and you agree to accept such employment upon the terms and conditions set forth below:

WAIVER OF CERTAIN EQUITY GRANTS UNDER THE EMPLOYMENT AGREEMENT
Waiver of Certain Equity Grants • December 8th, 2005 • DreamWorks Animation SKG, Inc. • Services-motion picture & video tape production

This waiver (the “Waiver”) of certain equity grants under the certain employment agreement (the “Agreement”) dated as of October 8, 2004, as amended on November 1, 2004 and on December 5, 2005, between Jeffrey Katzenberg (“Executive”) an DreamWorks Animation SKG, Inc. (the “Company”). Except as provided to the contrary, all capitalized terms herein shall have the same meaning as under the Agreement.

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