Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 09/27/2006

Knoll, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-12907

Delaware		13-3873847
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

1235 Water Street, East Greenville, Pennsylvania 18041

(Address of principal executive offices, including zip code)

(215) 679-7991

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 1.01. Entry into a Material Definitive Agreement

On September 27, 2006, the Board of Directors of Knoll, Inc. (the "Company") appointed Sarah E. Nash to serve as a director of the Company as of such date. In connection with Ms. Nash's appointment to the Company's Board of Directors, the Company and Ms. Nash entered into a letter agreement, whereby the Company agreed to pay Ms. Nash $25,000 per year as a director fee, plus an additional $2,500 per board meeting and reimbursement of reasonable expenses for attending meetings of the Board of Directors and Committees of the Board of Directors. The Company also agreed to grant Ms. Nash stock options to purchase 25,000 shares of the Company's common stock at an exercise price of $20.04 per share (the closing price of the Company's common stock on the day Ms. Nash was appointed to the Board of Directors). The stock options will vest 25% per year on each of September 27, 2007, September 27, 2008, September 27, 2009 and September 27, 2010. The stock options are also subject to the applicable stock option agreem ent and stock incentive plan of the Company.

A copy of the letter agreement between the Company and Ms. Nash is attached to this Current Report on Form 8-K as Exhibit 10.1.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 25, 2006, Kevin Kruse resigned from the Company's Board of Directors. Mr. Kruse had been a member of the Company's Board of Directors since 2003.

On September 27, 2006, the Company's Board of Directors appointed Sarah E. Nash to fill the vacancy on the Company's Board of Directors created by Mr. Kruse's resignation. Ms. Nash became a member of the Company's Board of Directors effective as of September 27, 2006, and will serve as a Class I director until the Company's Annual Meeting of Stockholders to be held during 2008, or thereafter when her successor is elected and qualified.

On September 27, 2006, the Company issued a press release announcing the appointment of Ms. Nash to the Company's Board of Directors. For additional information regarding Ms. Nash, please see the press release which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 - Letter Agreement between Knoll, Inc. and Sarah E. Nash.

Exhibit 99.1 - Press Release, dated September 27, 2006.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Knoll, Inc.


Date: September 27, 2006	By:	/s/ Barry L. McCabe
		Barry L. McCabe
		Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.		Description
EX-10.1		Letter Agreement
EX-99.1		Press Release

EX-10.1 2 rrd131498_16041.htm LETTER AGREEMENT Via UPS

September 25, 2006

Sarah E. Nash

898 Park Avenue

New York, New York 10021

Dear Sarah:

I am very pleased to offer you the opportunity to serve as a member of the Knoll, Inc. ("Knoll") board of directors (the "Board") as of the date of formal approval of Knoll's board of directors, anticipated to be shortly after you agree to serve. We are convinced that you will be a terrific addition to our Board.

The compensation would be as follows:

1. $25,000 per year as a director fee.

2. An additional $2,500 per board meeting (including telephonic Board meetings).

3. Payment of reasonable expenses for attending Board and Board Committee meetings.

4. A grant to you of 25,000 options to purchase Knoll stock with an exercise price equal to the closing price on the day of your appointment. These stock options would vest 25% per year on each of the next 4 anniversaries of the grant date and would otherwise be controlled by the terms of the applicable Knoll Stock Incentive Plan and a Stock Option Agreement.

There would be no additional compensation for committee meetings (whether in person or by telephone), except for reimbursement of expenses.

This offer is subject to:

1. The Board's formal election of you as a director and approval of your equity grant; and

2. The Compensation Committee's formal approval of your compensation.

Please indicate your acceptance of this offer by signing and returning this letter. By signing this letter, you also agree to keep non-public information that you learn about Knoll confidential. We look forward to the skill, intelligence and experience that you will bring to Knoll.

Thank you.

Sincerely,

/s/ Burton B. Staniar

Burton B. Staniar

Chairman

cc: Andrew Cogan

Agreed

/s/ Sarah E. Nash 9/25/06

Sarah E. Nash Date

EX-99.1 3 rrd131498_16072.htm PRESS RELEASE Knoll, Inc

Knoll, Inc. Announces New Director

East Greenville, Pa. September 27, 2006--Knoll, Inc., (NYSE:KNL) today announced the election of Sarah Elizabeth Nash to its Board of Directors.

Ms. Nash retired as a Vice Chairman of J.P. Morgan Chase & Co.'s Investment Bank where she was responsible for the firm's client relationships. Prior, she served as the Regional Executive and Co-Head of Investment Banking for North America at J.P. Morgan and Co.

Burton B. Staniar, Chairman of Knoll, stated "We are very pleased to welcome Sarah to our Board and we expect to benefit from her range of financial, strategic and managerial skills as we develop new ways to grow for our shareholders."

Ms. Nash serves on the Board of Directors of Merrimack Pharmaceuticals and Pathmark Stores, Inc.

She also serves as a trustee for Washington & Lee University, New York-Presbyterian Hospital, The New York Historical Society and The New York Restoration Project and is a member of the Business Leadership Council of CUNY.

The Company added that Kevin Kruse has resigned from its Board of Directors effective September 25, 2006; Mr. Kruse served as a director since December 2003.

"The Board thanks Kevin for his insight and contributions to the success of Knoll during his tenure," said Mr. Staniar.

Headquartered in East Greenville, Pennsylvania, Knoll, a leading designer and manufacturer of branded office furniture products and textiles, serves clients worldwide. Our commitment to innovation and modern design has yielded a comprehensive portfolio of products designed to provide enduring value and help clients shape their workplaces with imagination and vision. The Knoll commitment to high environmental standards is mandated by a comprehensive Environmental, Health & Safety Management Plan.

Contact:

Investors:

Barry L. McCabe,

Senior Vice President and Chief Financial Officer

215-679-1301

bmccabe@knoll.com

Media:

David E. Bright

Vice President, Communications

212-343-4135

dbright@knoll.com

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