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):  12/05/2006

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 5, 2006, Knoll, Inc. (the "Company") approved salary increases and 2007 non-equity incentive awards for the named executive officers listed below. The salary increases take effect on January 1, 2007.

Andrew B. Cogan, Chief Executive Officer. Effective January 1, 2007, Mr. Cogan's annual base salary increases from $500,000 to $650,000. Mr. Cogan was also granted a 2007 non-equity incentive award with a target incentive payment of $650,000. A copy of Amendment No. 3 to Mr. Cogan's employment agreement is attached as Exhibit 10.1 to this Current Report on 8-K and a copy of Mr. Cogan's 2007 non-equity incentive letter, detailing his participation in the 2007 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.2 to this Current Report on Form 8-K.

Kathleen G. Bradley, President and Chief Executive Officer, Knoll, North America. Effective January 1, 2007, Ms. Bradley's annual base salary increases from $500,000 to $650,000. Ms. Bradley was also granted a 2007 non-equity in centive award with a target incentive payment of $650,000. A copy of Amendment No. 3 to Ms. Bradley's employment agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and a copy of Ms. Bradley's 2007 non-equity incentive letter, detailing her participation in the Knoll, Inc. 2007 Incentive Compensation Program, is attached as Exhibit 10.4 to this Current Report on Form 8-K.

Barry L. McCabe, Senior Vice President and Chief Financial Officer. Effective January 1, 2007, Mr. McCabe's annual base salary increases from $225,000 to $275,000. Mr. McCabe was also granted a 2007 non-equity incentive award with a target incentive payment of $175,000. A copy of Mr. McCabe's 2007 non-equity incentive letter, detailing his participation in the Knoll, Inc. 2007 Incentive Compensation Program, is attached as Exhibit 10.5 to this Current Report on Form 8-K.

Arthur C. Graves, Senior Vice President - Sales and Distribution. Effective January 1, 2007, Mr. Grave's annual base salary increases from $250,000 to $275,000. Mr. Graves was also granted a 2007 non-equity incentive award with a target incentive payment of $275,000. A copy of Mr. Grave's 2007 non-equity incentive letter, detailing his participation in the Knoll, Inc. 2007 Incentive Compensation Program, is attached as Exhibit 10.6 to this Current Report on Form 8-K.

Stephen A. Grover, Senior Vice President - Operations. Effective January 1, 2007, Mr. Grover's annual base salary increases from $250,000 to $275,000. Mr. Grover was also granted a 2007 non-equity incentive award with a target incentive payment of $275,000. A copy of Mr. Grover's 2007 non-equity incentive letter, detailing his participation in the Knoll, Inc. 2007 Incentive Compensation Program, is attached as Exhibit 10.7 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 -- Amendment No. 3 to Andrew B. Cogan Employment Agreement.

Exhibit 10.2 -- Andrew B. Cogan Incentive Compensation Letter dated December 5, 2006.

Exhibit 10.3 -- Amendment No. 3 to Kathleen G. Bradley Employment Agreement.

Exhibit 10.4 -- Kathleen G. Bradley Incentive Compensation Letter dated December 5, 2006.

Exhibit 10.5 -- Barry L. McCabe Incentive Compensation Letter dated December 5, 2006.

Exhibit 10.6 -- Arthur C. Graves Incentive Compensation Letter dated December 5, 2006.

Exhibit 10.7 -- Stephen A. Grover Incentive Compensation Letter dated December 5, 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: December 11, 2006	By:	/s/    Barry L. McCabe
		Barry L. McCabe
		Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-10.1	Amendment No. 3 to Andrew B. Cogan Employment Agreement
EX-10.2	Andrew B. Cogan Incentive Compensation Letter
EX-10.3	Amendment No. 3 to Kathleen G. Bradley Employment Agreement
EX-10.4	Kathleen G. Bradley Incentive Compensation Letter
EX-10.5	Barry L. McCabe Incentive Compensation Letter
EX-10.6	Arthur C. Graves Incentive Compensation Letter
EX-10.7	Stephen A. Grover Incentive Compensation Letter

EX-10.1 2 rrd138795_17260.htm AMENDMENT NO. 3 TO ANDREW B. COGAN EMPLOYMENT AGREEMENT

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

This Amendment No. 3 to the Employment Agreement (the "Amendment") is entered into as of this 11th day of December, 2006, between Knoll, Inc., a Delaware corporation (the "Company"), and Andrew B. Cogan ("Executive").

WHEREAS, the parties wish to amend the March 23, 2001 Employment Agreement between Executive and the Company, as previously amended (the "Agreement), as hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to become legally bound, the parties agree as follows:

1. All defined terms contained in this Amendment shall have the meanings ascribed to them in the Agreement.
2. Except as specifically set forth herein, the terms of the Agreement shall remain unchanged.
3. Executive's "Base Salary" is changed to be $650,000 as of January 1, 2007.

IN WITNESS WHEREOF, each of the parties has duly executed this Agreement effective as of the date first above written.

KNOLL, INC.

By: /s/ Barry L. McCabe
Name: Barry L. McCabe
Title: Senior Vice President and Chief Financial Officer

/s/ Andrew B. Cogan

Andrew B. Cogan

EX-10.2 3 rrd138795_17262.htm ANDREW B. COGAN INCENTIVE COMPENSATION LETTER

December 5, 2006

Andrew Cogan

New York, NY

Dear Andrew:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you achieve this goal and Knoll makes the 2007 operating profit plan, you can qualify for a total target incentive payment of $650,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Kass Bradley

Kass Bradley

EX-10.3 4 rrd138795_17264.htm AMENDMENT NO. 3 TO KATHLEEN G. BRADLEY EMPLOYMENT AGREEMENT

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

This Amendment No. 3 to the Employment Agreement (the "Amendment") is entered into as of this 11th day of December 2006, between Knoll, Inc., a Delaware corporation (the "Company"), and Kathleen G. Bradley ("Executive").

WHEREAS, the parties wish to amend the March 23, 2001 Employment Agreement between Executive and the Company, as previously amended (the "Agreement"), as hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to become legally bound, the parties agree as follows:

1. All defined terms contained in this Amendment shall have the meanings ascribed to them in the Agreement.
2. Except as specifically set forth herein, the terms of the Agreement shall remain unchanged.
3. Executive's "Base Salary" is changed to be $650,000 as of January 1, 2007.

IN WITNESS WHEREOF, each of the parties has duly executed this Agreement effective as of the date first above written.

KNOLL, INC.

By: /s/ Barry L. McCabe
Name: Barry L. McCabe
Title: Senior Vice President and Chief Financial Officer

/s/ Kathleen G. Bradley

Kathleen G. Bradley

EX-10.4 5 rrd138795_17266.htm KATHLEEN G. BRADLEY INCENTIVE COMPENSATION LETTER

December 5, 2006

Kass Bradley

East Greenville, PA

Dear Kass:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you achieve this goal and Knoll makes the 2007 operating profit plan, you can qualify for a total target incentive payment of $650,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Andrew Cogan

Andrew Cogan

EX-10.5 6 rrd138795_17268.htm BARRY L. MCCABE INCENTIVE COMPENSATION LETTER

December 5, 2006

Barry McCabe

East Greenville, PA

Dear Barry:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you meet the finance budget and Knoll achieves the 2007 operating profit plan, you can qualify for a total target incentive payment of $175,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Kass Bradley /s/ Andrew Cogan

Kass Bradley Andrew Cogan

EX-10.6 7 rrd138795_17271.htm ARTHUR C. GRAVES INCENTIVE COMPENSATION LETTER

December 5, 2006

Art Graves

East Greenville, PA

Dear Art:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you achieve the Office North American orders plan, meet the sales budget and Knoll makes the 2007 operating profit plan, you can qualify for a total target incentive payment of $275,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Kass Bradley /s/ Andrew Cogan

Kass Bradley Andrew Cogan

EX-10.7 8 rrd138795_17275.htm STEPHEN A. GROVER INCENTIVE COMPENSATION LETTER

December 5, 2006

Steve Grover

East Greenville, PA

Dear Steve:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you meet the gross profit plan for North America, achieve 95% SCCOT, and Knoll makes the 2007 operating profit plan, you can qualify for a total target incentive payment of $275,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Kass Bradley /s/ Andrew Cogan

Kass Bradley Andrew Cogan

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

This Amendment No. 3 to the Employment Agreement (the "Amendment") is entered into as of this 11th day of December, 2006, between Knoll, Inc., a Delaware corporation (the "Company"), and Andrew B. Cogan ("Executive").

WHEREAS, the parties wish to amend the March 23, 2001 Employment Agreement between Executive and the Company, as previously amended (the "Agreement), as hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to become legally bound, the parties agree as follows:

1. All defined terms contained in this Amendment shall have the meanings ascribed to them in the Agreement.
2. Except as specifically set forth herein, the terms of the Agreement shall remain unchanged.
3. Executive's "Base Salary" is changed to be $650,000 as of January 1, 2007.

IN WITNESS WHEREOF, each of the parties has duly executed this Agreement effective as of the date first above written.

KNOLL, INC.

By: /s/ Barry L. McCabe
Name: Barry L. McCabe
Title: Senior Vice President and Chief Financial Officer

/s/ Andrew B. Cogan

Andrew B. Cogan

EX-10.2

December 5, 2006

Andrew Cogan

New York, NY

Dear Andrew:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you achieve this goal and Knoll makes the 2007 operating profit plan, you can qualify for a total target incentive payment of $650,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Kass Bradley

Kass Bradley

EX-10.3

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

This Amendment No. 3 to the Employment Agreement (the "Amendment") is entered into as of this 11th day of December 2006, between Knoll, Inc., a Delaware corporation (the "Company"), and Kathleen G. Bradley ("Executive").

WHEREAS, the parties wish to amend the March 23, 2001 Employment Agreement between Executive and the Company, as previously amended (the "Agreement"), as hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to become legally bound, the parties agree as follows:

1. All defined terms contained in this Amendment shall have the meanings ascribed to them in the Agreement.
2. Except as specifically set forth herein, the terms of the Agreement shall remain unchanged.
3. Executive's "Base Salary" is changed to be $650,000 as of January 1, 2007.

IN WITNESS WHEREOF, each of the parties has duly executed this Agreement effective as of the date first above written.

KNOLL, INC.

By: /s/ Barry L. McCabe
Name: Barry L. McCabe
Title: Senior Vice President and Chief Financial Officer

/s/ Kathleen G. Bradley

Kathleen G. Bradley

EX-10.4

December 5, 2006

Kass Bradley

East Greenville, PA

Dear Kass:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you achieve this goal and Knoll makes the 2007 operating profit plan, you can qualify for a total target incentive payment of $650,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Andrew Cogan

Andrew Cogan

EX-10.5

December 5, 2006

Barry McCabe

East Greenville, PA

Dear Barry:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you meet the finance budget and Knoll achieves the 2007 operating profit plan, you can qualify for a total target incentive payment of $175,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Kass Bradley /s/ Andrew Cogan

Kass Bradley Andrew Cogan

EX-10.6

December 5, 2006

Art Graves

East Greenville, PA

Dear Art:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you achieve the Office North American orders plan, meet the sales budget and Knoll makes the 2007 operating profit plan, you can qualify for a total target incentive payment of $275,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Kass Bradley /s/ Andrew Cogan

Kass Bradley Andrew Cogan

EX-10.7

December 5, 2006

Steve Grover

East Greenville, PA

Dear Steve:

It is our great pleasure to inform you that you will be a participant in the 2007 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2007. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2005 and 2006, and diligently manage our spending.

Our success in 2007 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2007 operating profit plan.

If you meet the gross profit plan for North America, achieve 95% SCCOT, and Knoll makes the 2007 operating profit plan, you can qualify for a total target incentive payment of $275,000.00.

This award is subject to our approval and that of the Knoll, Inc. Board of Directors, which may exercise discretion in adjusting your award up or down based on factors the Board of Directors deems appropriate, including Knoll's performance relative to the industry, other macroeconomic factors and your individual performance. You must be employed by Knoll on the date this award is distributed in order to receive this incentive.

We have great confidence in your ability to help Knoll profitably grow and look forward to being able to present you with your award in early 2008.

/s/ Kass Bradley /s/ Andrew Cogan

Kass Bradley Andrew Cogan