Exhibit 10.4


 


Morningstar,
Inc.


2006
Restricted Stock Unit Grant


 


Form of Director
Deferral Election Form


 


If you wish to
defer delivery of any portion of the shares of common stock (“Shares”) of
Morningstar, Inc. (the “Company”) covered by the Restricted Stock Unit award
granted to you on May 15, 2006 (the “RSU Award”), you must complete this form and return it to the Company’s Human
Resources Department no later than June 14,
2006. For additional information, please read the award agreement
for your RSU Award (the “RSU Award Agreement”).


 


	
  Name:

  	
   

  	
   

  	
  Social Security
  No.:

  	
   

  	
   

  



 


I hereby elect,
subject to the terms of my RSU Award, to defer delivery of the percentage of
the Shares set forth below (together with any associated dividend equivalents)
that would otherwise be delivered to me on each of the four RSU vesting dates,
to as soon as administratively feasible on or after the date indicated below
(the “Deferred Delivery Date”).


 


I understand that
if my Service (as defined in Section 3.3 of the RSU Award Agreement) terminates
before the Deferred Delivery Date, I will receive the Shares for any vested
portion of my RSU Award (together with any associated dividend equivalents), as
soon as administratively feasible, on or after the next anniversary of the
Grant Date (as defined in the RSU Award Agreement) following the date my
Service terminates (the “Service Termination Date”).


 


I understand that,
as provided by Section 4.1 of the RSU Award Agreement, Shares subject to this
election may be delivered to me in advance of the Deferred Delivery Date in
connection with a change in control event (as defined in regulations
promulgated under Section 409A of the Code) or any other event for which the
Board or the Committee is permitted, at the time of such event, to provide for
accelerated distributions under Section 409A of the Code.


 


I elect to defer
delivery of      % of the Shares that would otherwise be
delivered to me on each of the three vesting installments of the RSU Award
(deferring only the first two installments if the first date is chosen) until:


 


(Check only one payment date)


 


	
  o

  	
   

  	
  May 15, 2009

  	
   

  	
  o

  	
   

  	
  May 15, 2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  May 15, 2010

  	
   

  	
  o

  	
   

  	
  May 15, 2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  May 15, 2011

  	
   

  	
  o

  	
   

  	
  May 15, 2015

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  May 15, 2012

  	
   

  	
  o

  	
   

  	
  May 15, 2016

  



 


I hereby make the
above irrevocable election and acknowledge that I have read the RSU Award
Agreement and understand that this Deferral Election is for each vesting
installment of my RSU Award.


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant’s
  Signature

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Morningstar,
  Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date