Exhibit
10.2


 


MORNINGSTAR, INC. 2004


 


STOCK INCENTIVE PLAN


 


FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS DIRECTOR RESTRICTED
STOCK UNIT AWARD AGREEMENT (including
Schedule 1 hereto, the “Award Agreement”) is made under the Morningstar, Inc.
2004 Stock Incentive Plan (the “Plan”) as of the Grant Date specified in
Schedule 1 to this Award Agreement (“Schedule 1”). Any term capitalized but not
defined in this Award Agreement will have the meaning set forth in the Plan.


 


BETWEEN:


 


(1)           MORNINGSTAR, INC., an Illinois corporation (the “Company”); and


 


(2)           The
Participant identified in Schedule 1.


 


1              GRANT
OF RESTRICTED STOCK UNITS


 


1.1           In accordance with the
terms of the Plan and subject to the terms and conditions of this Award
Agreement, the Company hereby grants to the Participant the number of Restricted
Stock Units specified in Schedule 1.


 


1.2           Each Restricted Stock Unit
is a notional amount that represents one unvested share of common stock, no par
value, of the Company (a “Share”). Each Restricted Stock Unit constitutes the
right, subject to the terms and conditions of the Plan and this Award Agreement,
to distribution of a Share if and when the Restricted Stock Unit vests.


 


1.3           The Participant hereby
agrees to be bound by the terms of this Award Agreement and the Plan.


 


1.4           Further details of the
Restricted Stock Units granted to the Participant under the terms of this Award
Agreement are set forth in Schedule 1.


 


1.5           In the case of conflict
between the terms contained in this Award Agreement and those contained in the
Plan, the Plan shall prevail, unless and to the extent otherwise expressly
stated in this Award Agreement.


 


2              RIGHTS
AS A SHAREHOLDER


 


2.1           Unless and until a
Restricted Stock Unit has vested and the Share underlying it has been distributed
to the Participant, the Participant will not be entitled to vote that Share.


 

















 


2.2           If the Company declares a
cash dividend on the Shares, then, on the payment date of the dividend, the
Participant will be credited with dividend equivalents equal to the amount of
cash dividend per Share multiplied by the number of Restricted Stock Units
credited to the Participant through the record date for the dividend. The
dividend equivalents credited to the Participant under the preceding sentence
will be deemed to be reinvested in additional Restricted Stock Units and
credited to the Participant’s Restricted Stock Unit account. The Restricted
Stock Units credited as a result of such dividend equivalents will be subject
to the same terms regarding vesting and forfeiture as the Participant’s
Restricted Stock Units awarded hereunder, and, subject to the following
sentence, will be distributed in Shares at the same time and in the same
proportion that the Shares associated with the Participant’s Restricted Stock Units
are delivered (or forfeited at the time that the Participant’s Restricted Stock
Units are forfeited). Fractional Shares may be settled in cash or otherwise,
including by rounding up or down to the nearest whole number, as the Committee
determines.


 


3              TERMINATION
OF SERVICE AND OTHER CHANGES IN SERVICE STATUS


 


3.1           If the Participant’s
Service (as defined in Section 3.3) terminates for any reason other than
Disability or death, the Participant will forfeit the right to receive Shares
underlying any Restricted Stock Units that have not vested at that time. Notwithstanding
anything in the Plan to the contrary, for purposes of this Award Agreement, “Disability”
shall mean the condition of being “disabled” as provided in Code Section
409A(a)(2)(C) or a determination of the United States Social Security
Administration with respect to the existence of a disability.


 


3.2           If the Participant’s
Service terminates on account of the Disability or death of the Participant,
the Participant or the Participant’s beneficiary under the Plan will be
entitled to receive the Shares underlying all of the Restricted Stock Units
awarded hereunder, including those that have not then vested.


 


3.3           For purposes of this Award
Agreement “Service” means the provision of services to the Company or its
Affiliates in the capacity of an Employee or a Director but not as a
Consultant.


 


4              ELECTION
TO DEFER


 


4.1           The Participant may elect
to defer delivery of any or all Shares due to him or her under this Award Agreement
to a date beyond the applicable vesting date, by making a timely deferral
election. In his or her election to defer, the Participant may choose to defer
to a particular anniversary of the Grant Date, beginning with the third and
ending with the tenth anniversary of the Grant Date. If a Participant’s Service
terminates for any reason before the anniversary of the Grant Date specified in
a deferral election, he or she will be deemed to have elected to defer delivery
to the next 


 


2

















 


occurring anniversary of the Grant Date
following his or her termination of Service. If the Participant dies prior to a
termination of Service, any Shares remaining to be paid under this Award Agreement
will be paid to his or her beneficiary designated under the Plan as soon as
practicable, regardless of any outstanding election to defer. The Board or the
Committee may cause Shares subject to an outstanding election to defer to be
delivered in advance of the date contemplated by such election to defer in connection
with a change in control event (as defined in regulations promulgated under
Section 409A of the Code and as permitted in such regulations in connection
with a plan termination) or in connection with 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. An election to defer
will be considered timely only if it is filed within the first 30 days of the
Grant Date. Notwithstanding anything in this Section 4 to the contrary, an
election to defer hereunder shall comply with the requirements of Section 409A
of the Code or it will not be a valid election.


 


5              TIMING
AND FORM OF PAYMENT


 


5.1           Except as otherwise
provided herein, once a Restricted Stock Unit vests, the Participant will be
entitled to receive a Share in its place. Delivery of the Share will be made as
soon as administratively feasible after its associated Restricted Stock Unit
vests, but no later than 21⁄2 months from the end of the calendar year in which
such vesting occurs, or at a later date elected by the Participant under
Section 4.


 


6              WITHHOLDING
OBLIGATIONS


 


6.1           Without limiting the
Company’s power or rights pursuant to Article 16 of the Plan, amounts required
by tax law or regulation to be withheld by the Company with respect to any
taxable event arising under this Award Agreement will be satisfied by having
Shares withheld in accordance with the first sentence of Section 16.2 of the
Plan. In addition, the Participant may elect to deliver to the Company the
necessary funds to satisfy the withholding obligation, in which case there will
be no reduction in the Shares otherwise distributable to the Participant.


 


7              NOTICES


 


7.1           Any notice or other
communication required or permitted under this Award Agreement must be in
writing and must be delivered personally, sent by certified, registered or
express mail, or sent by overnight courier, at the sender’s expense. Notice
will be deemed given when delivered personally or, if mailed, three days after
the date of deposit or, if sent by overnight courier, on the regular business
day following the date sent. Notice to the 


 


3

















 


Company should be sent to Morningstar, Inc.,
225 West Wacker Drive, Chicago, Illinois, 60606, Attention: General Counsel. Notice
to the Participant should be sent to the address of the Participant contained
in the Company’s records. Either party may change the person and/or address to
whom the other party must give notice by giving such other party written notice
of such change, in accordance with the procedures described above.


 


8              CONSTRUCTION


 


8.1           The Restricted Stock Units
granted hereunder are subject to any rules and regulations promulgated by the
Committee pursuant to the Plan, now or hereafter in effect.


 


8.2           The Company and the
Participant may amend this Award Agreement only by a written instrument signed
by both parties, provided, that the Company may amend this Award Agreement
without further action by the Participant if (i) such amendment is deemed by
the Company to be advisable or necessary to comply with applicable law, rule,
or, regulation, including Section 409A of the Code, or (ii) if such amendment
is not to the detriment of the Participant.


 


8.3           The parties may execute
this Award Agreement in one or more counterparts, all of which together shall
constitute but one Award Agreement.


 


IN WITNESS whereof the
parties have executed this Restricted Stock Unit Award Agreement as of the
Grant Date specified in Schedule 1.


 


 


	
  Participant

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Participant’s signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Morningstar, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PLEASE
  RETURN BY: «DATE»

  	
   

  
				



 


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SCHEDULE 1


 


DETAILS
OF RESTRICTED STOCK UNIT GRANTED TO THE PARTICIPANT


 


	
  Participant’s name:

  	
   

  	
  «First» «Name»

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  «Grant_date»

  	
   

  	
   

  
	
  Number of Restricted Stock Units:

  	
   

  	
  «Total_RSU_Grant»

  	
   

  	
   

  
	
  Vesting of Restricted Stock Units:

  	
   

  	
  Subject to, and except as otherwise
  provided by, the Award Agreement, including Section 3.2 thereof, the
  Restricted Stock Units subject to the Award Agreement vest in installments,
  with each installment becoming vested on the “Vesting Date” shown below, if
  the Participant has remained in continuous Service until that Vesting Date.
  Notwithstanding the foregoing, the Board or the Committee may cause the
  Restricted Stock Units granted hereby to vest at an earlier date pursuant to
  its authority under the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number
  of Restricted Stock Units

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
  «Year1Vest»

  	
   

  	
  «VestDateY1»

  
	
   

  	
   

  	
  «Year2Vest»

  	
   

  	
  «VestDateY2»

  
	
   

  	
   

  	
  «Year3Vest»

  	
   

  	
  «VestDateY3»

  
							



 


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