Exhibit 10.8


 


MORNINGSTAR, INC.
2004


 


STOCK INCENTIVE
PLAN


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


 


THIS 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).


 


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.  For purposes of
this Award Agreement, the transfer of an Employee from the Company to an
Affiliate, from an Affiliate to the Company or from an Affiliate to another
Affiliate shall not be a termination of Service.  However, if the Affiliate for which an
Employee is providing services ceases to be an Affiliate of the Company due to
a sale, transfer or other reason, and the Employee ceases to perform services
for the Company or any Affiliate, the Employee shall incur a termination of
Service.


 


3.4                                 Notwithstanding
anything to the contrary in this Award Agreement, the vesting periods described
in Schedule 1 will be suspended while the Participant is on unpaid leave of
absence or serving as a part-time Employee and the vesting dates will be
extended by the length of time that the Participant is on unpaid leave of
absence or serving as a part-time Employee, as the case may be.  The Company shall have the sole discretion to
determine whether a Participant is on unpaid leave of absence or serving as a
part-time Employee.


 


 


2





















 


3.5                                 Notwithstanding
anything to the contrary in the Plan or in this Award Agreement, any
determination as to whether or not there has been a termination of Service
shall be made solely in compliance with the requirements of Code Section 409A.


 


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 fourth 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 occurring anniversary
of the Grant Date following his or her termination of Service or, if the
Participant is then a specified employee of the Company, as provided in Code Section 409A(a)(2)(B)(i),
if later, following the expiration of the six-month period 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, at least 12 months after
an election to defer is made, 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.


 


 


3

















 


6                                         WITHHOLDING
OBLIGATIONS


 


6.1                                 Without
limiting the Company’s power or rights pursuant to Article 16 of the Plan
and subject to Section 6.2, 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.


 


6.2                                 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 the vesting of a Restricted Stock Unit subject to an effective
deferral election will be satisfied by having the Participant deliver to the
Company the necessary funds to satisfy the withholding obligation, it being
understood that to the extent permitted by law, the Company may elect to
withhold such amounts from amounts it would otherwise distribute 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 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.


 


 


4





















 


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»


 


 


5

















 


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 Sections 3.2 and 3.4 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»

  
	
   

  	
   

  	
  «Year4Vest»

  	
   

  	
  «VestDateY4»

  



 


 


6