Exhibit 10.11


 


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, death, or by virtue of the Company’s 12 year term limit for
non-employee directors, 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 or
by virtue of the Company’s 12 year term limit for non-employee directors, the
Shares underlying all of the Restricted Stock Units awarded hereunder shall
become immediately vested and be distributed to the Participant or the
Participant’s beneficiary under the Plan as soon as practical.


 


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          TIMING AND FORM OF PAYMENT


 


4.1        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


 


2

















 


Restricted Stock Unit vests, but no later than 21⁄2 months from the end
of the calendar year in which such vesting occurs.


 


5          WITHHOLDING OBLIGATIONS


 


5.1        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.


 


6          NOTICES


 


6.1        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., 22 West Washington Street, Chicago, Illinois, 60602,
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.


 


7          CONSTRUCTION


 


7.1        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.


 


7.2        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.


 


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


 


3

















 


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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