Morningstar, Inc. Sample Contracts

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CREDIT AGREEMENT Dated as of July 2, 2019 among MORNINGSTAR, INC., as the Company and a Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY as Designated Borrowers, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors and BANK OF AMERICA,...
Credit Agreement • July 3rd, 2019 • Morningstar, Inc. • Investment advice • Illinois

This CREDIT AGREEMENT is entered into as of July 2, 2019, among MORNINGSTAR, INC., an Illinois corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.16 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as the Administrative Agent, Swingline Lender, and an L/C Issuer.

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • October 31st, 2019 • Morningstar, Inc. • Investment advice • Illinois

This CREDIT AGREEMENT is entered into as of July 2, 2019, among MORNINGSTAR, INC., an Illinois corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.16 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as the Administrative Agent, Swingline Lender, and an L/C Issuer.

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 28th, 2018 • Morningstar, Inc. • Investment advice • Illinois

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 4, 2016, among MORNINGSTAR, INC., an Illinois corporation (the “Borrower”), the Guarantors (defined herein) and BANK OF AMERICA, N.A., as the Lender.

CREDIT AGREEMENT Dated as of May 6, 2022 among MORNINGSTAR, INC., as the Company and a Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY as Designated Borrowers, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors and BANK OF AMERICA,...
Credit Agreement • July 29th, 2022 • Morningstar, Inc. • Investment advice • Illinois

This CREDIT AGREEMENT is entered into as of May 6, 2022, among MORNINGSTAR, INC., an Illinois corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.16 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as the Administrative Agent, Swingline Lender, and an L/C Issuer.

MORNINGSTAR, INC. AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN MARKET STOCK UNIT AWARD AGREEMENT
Market Stock Unit Award Agreement • July 30th, 2021 • Morningstar, Inc. • Investment advice • Illinois

THIS MARKET STOCK UNIT AWARD AGREEMENT, which includes the Online Grant Acceptance form (the “Grant Notice”) provided to the Participant named therein and any special terms and conditions for the Participant’s country set forth in the Addendum attached hereto (together, the “Award Agreement”), is made under the Amended and Restated Morningstar, Inc. 2011 Stock Incentive Plan, as amended from time to time (the “Plan”), as of the Grant Date specified in the Grant Notice. Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan. For purposes of this Award Agreement, “Employer” means the entity (the Company or Affiliate) that employs the Participant.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 28th, 2022 • Morningstar, Inc. • Investment advice • Illinois

This CREDIT AGREEMENT is entered into as of May 6, 2022, among MORNINGSTAR, INC., an Illinois corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.16 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as the Administrative Agent, Swingline Lender, and an L/C Issuer.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 26th, 2019 • Morningstar, Inc. • Investment advice • Illinois

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, which includes the Online Grant Acceptance form (the “Grant Notice”) provided to the Participant named therein and any special terms and conditions for the Participant’s country set forth in the Addendum attached hereto (together, the “Award Agreement”), is made under the Morningstar, Inc. 2011 Stock Incentive Plan (the “Plan”) as of the Grant Date specified in the Grant Notice. Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan. For purposes of this Award Agreement, “Employer” means the entity (the Company or Affiliate) that employs the Participant.

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • April 8th, 2005 • Morningstar, Inc. • Investment advice • Illinois
AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
2011 Stock Incentive Plan Restricted Stock Unit Award Agreement • April 28th, 2023 • Morningstar, Inc. • Investment advice

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, which includes the Online Grant Acceptance form (the “Grant Notice”) provided to the Participant named therein and any special terms and conditions for the Participant’s country set forth in the Addendum attached hereto (together, the “Award Agreement”), is made under the Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan, as amended from time to time (the “Plan”) as of the Grant Date specified in the Grant Notice. Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan. For purposes of this Award Agreement, “Employer” means the entity (the Company or Affiliate) that employs the Participant.

ASSET PURCHASE AGREEMENT BY AND BETWEEN S&P GLOBAL INC. AND MORNINGSTAR, INC. Dated as of April 3, 2022
Asset Purchase Agreement • July 29th, 2022 • Morningstar, Inc. • Investment advice • Delaware

This ASSET PURCHASE AGREEMENT, dated as of April 2, 2022 (this “Agreement”), is by and between S&P Global Inc., a New York corporation (“Seller”), and Morningstar, Inc., an Illinois corporation (“Purchaser”; Seller and Purchaser, each, individually, a “Party” and, together, the “Parties”).

PERFORMANCE SHARE AWARD AGREEMENT [(As Amended and Restated Effective December 3, 2015)]
Performance Share Award Agreement • February 26th, 2016 • Morningstar, Inc. • Investment advice

THIS PERFORMANCE SHARE AWARD AGREEMENT, which includes the Online Grant Acceptance form (the “Grant Notice”) provided to the Participant named therein (together, the “Award Agreement”) is made under the Morningstar, Inc. 2011 Stock Incentive Plan (the “Plan”) as of the Grant Date specified in the Grant Notice. Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan.

MORNINGSTAR, INC. 2004 STOCK INCENTIVE PLAN
Restricted Stock Unit Award Agreement • March 7th, 2008 • Morningstar, Inc. • Investment advice

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.

CREDIT AGREEMENT Dated as of June 30, 2020 among MORNINGSTAR, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors and BANK OF AMERICA, N.A., as Administrative Agent and THE LENDERS PARTY HERETO BANK OF AMERICA,...
Credit Agreement • July 6th, 2020 • Morningstar, Inc. • Investment advice • Illinois

This CREDIT AGREEMENT is entered into as of June 30, 2020, among MORNINGSTAR, INC., an Illinois corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as the Administrative Agent.

SEPARATION AGREEMENT
Separation Agreement • January 28th, 2011 • Morningstar, Inc. • Investment advice • Illinois

This Separation Agreement (the “Agreement”) is entered into on this 27th day of January, 2011, by and between Morningstar, Inc., an Illinois corporation (the “Company”), and Tao Huang (the “Executive”).

TERMINATION AGREEMENT
Termination Agreement • February 3rd, 2006 • Morningstar, Inc. • Investment advice

This Termination Agreement (this “Agreement”) is dated as of February 1, 2006 by and among Morningstar, Inc., an Illinois corporation (the “Company”), and Joseph D. Mansueto, Paul Sturm and Timothy K. Armour (collectively, the “Shareholders”).

MORNINGSTAR, INC. AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 30th, 2021 • Morningstar, Inc. • Investment advice • Illinois

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, which includes the Online Grant Acceptance form (the “Grant Notice”) provided to the Participant named therein and any special terms and conditions for the Participant’s country set forth in the Addendum attached hereto (together, the “Award Agreement”), is made under the Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan, as amended from time to time (the “Plan”) as of the Grant Date specified in the Grant Notice. Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan. For purposes of this Award Agreement, “Employer” means the entity (the Company or Affiliate) that employs the Participant.

NONQUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THE
Nonqualified Stock Option Award Agreement • February 24th, 2012 • Morningstar, Inc. • Investment advice

This NONQUALIFIED STOCK OPTION AWARD AGREEMENT ("Agreement") is made effective [•] (the "Grant Date"), and is between Morningstar, Inc., an Illinois corporation (the "Company"), and «Employee» (the "Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Morningstar, Inc. 2011 Stock Incentive Plan (the "Plan").

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FIRST AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • February 3rd, 2006 • Morningstar, Inc. • Investment advice

This First Amendment to Purchase Agreement (this “Amendment”) is dated as of February 1, 2006 by and among Morningstar, Inc., an Illinois corporation (the “Company”), and the purchaser identified on the signature page hereof (the “Purchaser”).

MORNINGSTAR, INC. AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
2011 Stock Incentive Plan • July 30th, 2021 • Morningstar, Inc. • Investment advice • Illinois

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT, which includes the Online Grant Acceptance form (the “Grant Notice”) provided to the Participant named therein (together, the “Award Agreement”), is made under the Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan, as amended from time to time (the “Plan”) as of the Grant Date specified in the Grant Notice. Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 31st, 2013 • Morningstar, Inc. • Investment advice • Illinois

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, which includes the Online Grant Acceptance form (the “Grant Notice”) provided to the Participant named therein (together, the “Award Agreement”), is made under the Morningstar, Inc. 2011 Stock Incentive Plan (the “Plan”) as of the Grant Date specified in the Grant Notice. Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan.

MORNINGSTAR, INC. 2011 STOCK INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT (As Amended and Restated Effective December 3, 2015)
Incentive Plan Performance Share Award Agreement • February 26th, 2016 • Morningstar, Inc. • Investment advice

THIS PERFORMANCE SHARE AWARD AGREEMENT (including Schedule 1 hereto, the “Award Agreement”) is made under the Morningstar, Inc. 2011 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.

MORNINGSTAR, INC. 2004 STOCK INCENTIVE PLAN
Restricted Stock Unit Award Agreement • March 5th, 2009 • Morningstar, Inc. • Investment advice

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.

DIRECTOR NONSTATUTORY STOCK OPTION AWARD AGREEMENT UNDER THE
Director Nonstatutory Stock Option Award Agreement • August 2nd, 2011 • Morningstar, Inc. • Investment advice

This DIRECTOR NONSTATUTORY STOCK OPTION AWARD AGREEMENT ("Agreement") is made effective [•] (the "Grant Date"), and is between Morningstar, Inc., an Illinois corporation (the "Company"), and «Director» (the "Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Morningstar, Inc. 2004 Stock Incentive Plan, as amended (the "Plan").

Agreement
Agreement • February 18th, 2010 • Morningstar, Inc. • Investment advice

WHEREAS, Morningstar granted to Executive, pursuant to its equity compensation plans, the options to purchase common stock (the “Stock Options”) identified on Schedule A;

DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • November 1st, 2011 • Morningstar, Inc. • Investment advice • Illinois

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (including Schedule 1 hereto, the “Award Agreement”) is made under the Morningstar, Inc. 2011 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.

CONTRACT SERVICES AGREEMENT
Contract Services Agreement • August 2nd, 2006 • Morningstar, Inc. • Investment advice • Illinois

This Agreement is made as of August 2, 2006 by and between Morningstar, Inc., hereinafter referred to as “Morningstar” and Mike Henkel, hereinafter referred to as “Contractor” and shall become effective October 1, 2006.

NONSTATUTORY STOCK OPTION AWARD AGREEMENT UNDER THE MORNINGSTAR, INC. 2004 STOCK INCENTIVE PLAN
Nonstatutory Stock Option Award Agreement • March 16th, 2006 • Morningstar, Inc. • Investment advice

This OPTION AWARD AGREEMENT (“Agreement”) is made effective «Grant_Date» (the “Grant Date”), and is between Morningstar, Inc., an Illinois corporation (the “Company”), and «First_Name» «Last_Name» (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Morningstar, Inc. 2004 Stock Incentive Plan (the “Plan”).

AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
2011 Stock Incentive Plan Restricted Stock Unit Award Agreement • July 29th, 2022 • Morningstar, Inc. • Investment advice • Illinois

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, which includes the Online Grant Acceptance form (the “Grant Notice”) provided to the Participant named therein and any special terms and conditions for the Participant’s country set forth in the Addendum attached hereto (together, the “Award Agreement”), is made under the Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan, as amended from time to time (the “Plan”) as of the Grant Date specified in the Grant Notice. Any term capitalized but not defined in this Award Agreement will have the meaning set forth in the Plan. For purposes of this Award Agreement, “Employer” means the entity (the Company or Affiliate) that employs the Participant.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 1st, 2011 • Morningstar, Inc. • Investment advice • Illinois

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (including Schedule 1 hereto, the “Award Agreement”) is made under the Morningstar, Inc. 2011 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.

Morningstar, Inc. 2.32% Senior Notes due October 26, 2030 Note Purchase Agreement Dated October 26, 2020
Subsidiary Guaranty Agreement • October 26th, 2020 • Morningstar, Inc. • Investment advice • New York
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