Exhibit 1.1 7,612,500 SHARES MORNINGSTAR, INC. COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT May __, 2005Underwriting Agreement • April 29th, 2005 • Morningstar, Inc. • Investment advice • New York
Exhibit 10.8 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "AGREEMENT"), dated as of April 30, 2003, by and between Morningstar, Inc., an Illinois corporation (the "COMPANY"), and the purchaser identified on the signature page hereof (the...Purchase Agreement • May 6th, 2004 • Morningstar, Inc. • Illinois
EXECUTION COPY STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of July 8, 1999, between Morningstar, Inc., an Illinois corporation (the "Company"), and SOFTBANK Corp., a Japanese corporation ("SOFTBANK"). WHEREAS, the Company wishes to...Stock Purchase Agreement • May 6th, 2004 • Morningstar, Inc. • New York
Exhibit 10.7 SHAREHOLDERS AGREEMENT This SHAREHOLDERS AGREEMENT (this "Agreement") is dated as of February 1, 1999 by and among Morningstar, Inc., an Illinois corporation (the "Company"), each of the shareholders and option holders of the Company...Shareholder Agreement • May 6th, 2004 • Morningstar, Inc. • Illinois
EXHIBIT 10.3 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of December 29, 1998, by and between Morningstar, Inc., an Illinois corporation (the "Company"), and Timothy Armour, the Chief Operating Officer of the Company...Subscription Agreement • May 6th, 2004 • Morningstar, Inc. • Illinois
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit 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.
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 AMENDED AND RESTATED CREDIT AGREEMENTCredit 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.
MORNINGSTAR, INC. AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN MARKET STOCK UNIT AWARD AGREEMENTMarket Stock Unit Award Agreement • July 26th, 2024 • Morningstar, Inc. • Investment advice
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 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.
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.
AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 26th, 2024 • 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.
Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (this “Amendment”) is entered into as of June 27, 2024 by and among MORNINGSTAR, INC., an Illinois corporation (the “Company”), certain Subsidiaries of the...Credit Agreement • July 26th, 2024 • Morningstar, Inc. • Investment advice • Illinois
Exhibit 10.6 DEFERRED COMPENSATION AGREEMENT This DEFERRED COMPENSATION AGREEMENT (the "Agreement") is dated as of the 15th day of February 1999, between Morningstar, Inc. (the "Company"), and Don Phillips (the "Employee"), a key employee of the...Deferred Compensation Agreement • May 6th, 2004 • Morningstar, Inc. • Illinois
AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted 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.
MORNINGSTAR, INC. AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • 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.
MORNINGSTAR, INC. 2011 STOCK INCENTIVE PLAN 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 (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.
ASSET PURCHASE AGREEMENT BY AND BETWEEN S&P GLOBAL INC. AND MORNINGSTAR, INC. Dated as of April 3, 2022Asset 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 PLANRestricted 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 AGREEMENTSeparation 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 AGREEMENTTermination 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”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THENonqualified 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").
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase 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”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted 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. 2004 STOCK INCENTIVE PLANRestricted 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 THEDirector 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").
AgreementStock Option 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 AGREEMENTDirector 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 AGREEMENTContract 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 PLANNonstatutory 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”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted 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, 2020Note Purchase Agreement • October 26th, 2020 • Morningstar, Inc. • Investment advice • New York
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • March 2nd, 2020 • Morningstar, Inc. • Investment advice • Illinois
This Separation Agreement and General Release (the “Agreement”) is made by and between Tricia Rothschild and his/her heirs, agents, and assigns (hereinafter, “Employee”) and Morningstar, Inc. and its affiliates, directors, officers, employees, agents, successors and assigns (hereinafter, the “Company”).
DIRECTOR NONQUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THEDirector Nonqualified Stock Option Award Agreement • February 24th, 2012 • Morningstar, Inc. • Investment advice
This DIRECTOR NONQUALIFIED 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. 2011 Stock Incentive Plan (the "Plan").
