Exhibit 10.9


 


MORNINGSTAR, INC.
2004


 


STOCK INCENTIVE
PLAN


 


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).


 


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.


 


3.4                                 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.


 


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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 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, 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.


                                         


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.


 


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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.


                                     


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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