Exhibit
10.1


 


Agreement


 


This Agreement, dated February 18, 2010, is by and between Tao Huang (“Executive”)
and Morningstar, Inc.  (“Morningstar”).


 


WHEREAS, Morningstar granted to Executive, pursuant to its equity
compensation plans, the options to purchase common stock (the “Stock Options”)
identified on Schedule A;


 


WHEREAS, Executive has exercised in full each of the Stock Options;


 


WHEREAS, Morningstar intended that the Stock Options be “incentive stock
options” (“ISOs”) within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended;


 


WHEREAS, Morningstar has determined that, to the extent identified on
Schedule A, the Stock Options do not constitute ISOs but are instead
non-qualified stock options; and


 


WHEREAS, Morningstar and Executive wish to reach agreement as set forth
herein regarding the matters described above.


 


NOW THEREFORE, in consideration of the foregoing, Morningstar and
Executive hereby agree as follows:


 


1.         Payment.  Morningstar shall make a single cash payment
(the “Payment”) to Executive in the amount of $3,715,876 (of which $836,700
will be paid pursuant to the Morningstar Incentive Plan).  The Payment shall be made as soon as
administratively practicable following the date of this Agreement and in any
event not later than March 15, 2010.


 


2.         Waiver and Release.  Executive hereby agrees that the Payment
shall be in full satisfaction of any and all claims that he may have against
Morningstar regarding the matters set forth herein, including with respect to
any amounts owed to him in respect thereof, and that he waives any and all
claims that he has, may have had or could have with respect thereto.


 


3.         Withholding.  Executive acknowledges that Morningstar will
be entitled to deduct and withhold from the Payment hereunder any such amounts
that Morningstar or its successor or affiliates are required to deduct and
withhold with respect to the Payment under applicable law, including, but not
limited to, applicable withholding for Federal and state income taxes as well
as withholding for Executive’s share of employment taxes related to the
Payment.


 


4.         Other Obligations.  In addition to the amounts described in
paragraph 3, Executive acknowledges that Morningstar must collect, and
Executive agrees to pay, the employee share of employment taxes associated with
the exercise of the Stock Options identified on Schedule A as non-qualified
stock options.  Executive acknowledges
that Morningstar will be entitled to deduct and withhold from the Payment any
such amounts attributable to Executive’s employment tax obligation associated
with the exercise of such non-qualified stock options, it being agreed that if
Morningstar has not finally determined the amount of such employment tax
obligation when the Payment is made, $248,793 will be withheld from the Payment
as an estimate of such employment tax obligation, and that when the amount of
such employment tax obligation is finally determined Morningstar will remit to
Executive any excess withheld or upon Morningstar’s request, Executive will
remit to Morningstar payment to the extent the amount 


 

















 


withheld
was insufficient, as the case may be, prior to the submission by Morningstar of
the relevant amended tax filings.


 


IN WITNESS WHEREOF, Morningstar and Executive have executed this Agreement
as of this 18th day of February, 2010.


 


	
   

  	
  /s/ Tao
  Huang

  
	
   

  	
  Tao
  Huang

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORNINGSTAR,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Scott Cooley

  
	
   

  	
  By:
  Scott Cooley

  
	
   

  	
  Its:
  Chief Financial Officer

  



 


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Schedule A


 


	
  Grant
  Date

  	
   

  	
  Option Shares

  	
   

  	
  ISO Component

  	
   

  	
  Non-Qualified Stock Option
  Component

  	
   

  
	
  January 3, 2000

  	
   

  	
  750,000

  	
   

  	
  4,486

  	
   

  	
  745,514

  	
   

  



 


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