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):  12/02/2008

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))

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

On December 2, 2008, Knoll, Inc. (the "Company") approved 2009 non-equity incentive awards for the executive officers listed below. The Company also determined that the current base salaries for these officers will remain unchanged for 2009.

Andrew B. Cogan, Chief Executive Officer. Mr. Cogan was granted a 2009 non-equity incentive award with a target incentive payment of $1,000,000, which is identical to Mr. Cogan's target for 2008. A copy of Mr. Cogan's 2009 non-equity incentive letter, detailing his participation in the 2009 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.1 to this Current Report on Form 8-K.   

Lynn M. Utter, President and Chief Operating Officer, Knoll North America. Ms. Utter was granted a 2009 non-equity incentive award with a target incentive payment of $400,000, which is identical to Ms. Utter's target for 2008. A copy of Ms. Utter's 2009 non-equity incentive letter, detailing her participation in the 2009 Knoll, Inc. Incentive Compensa tion Program, is attached as Exhibit 10.2 to this Current Report on Form 8-K.

Barry L. McCabe, Executive Vice President and Chief Financial Officer. Mr. McCabe was granted a 2009 non-equity incentive award with a target incentive payment of $295,000, which is identical to Mr. McCabe's target for 2008. A copy of Mr. McCabe's 2009 non-equity incentive letter, detailing his participation in the Knoll, Inc. 2009 Incentive Compensation Program, is attached as Exhibit 10.3 to this Current Report on Form 8-K.

Arthur C. Graves, Executive Vice President-Sales and Distribution. Mr. Graves was granted a 2009 non-equity incentive award with a target incentive payment of $295,000, which is identical to Mr. Graves' target for 2008. A copy of Mr. Graves' 2009 non-equity incentive letter, detailing his participation in the Knoll, Inc. 2009 Compensation Program, is attached as Exhibit 10.4 to this Current Report on Form 8-K.

Stephen A. Grover, Executive Vice President-Operations. Mr. Grover was granted a 2009 non-e quity incentive award with a target incentive payment of $295,000, which is identical to Mr. Grover's target for 2008. A copy of Mr. Grover's 2009 non-equity incentive letter, detailing his participation in the Knoll, Inc. 2009 Incentive Compensation Program, is attached as Exhibit 10.5 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 Andrew B. Cogan Incentive Compensation Letter dated December 2, 2008.

Exhibit 10.2 Lynn M. Utter Incentive Compensation Letter dated December 2, 2008.

Exhibit 10.3 Barry L. McCabe Incentive Compensation Letter dated December 2, 2008.

Exhibit 10.4 Arthur C. Graves Incentive Compensation Letter dated December 2, 2008.

Exhibit 10.5 Stephen A. Grover Incentive Compensation Letter dated December 2, 2008.

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 08, 2008	By:	/s/    Michael A. Pollner
		Michael A. Pollner
		Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
EX-10.1	Andrew B. Cogan Incentive Compensation Letter dated December 2, 2008
EX-10.2	Lynn M. Utter Incentive Compensation Letter dated December 2, 2008
EX-10.3	Barry L. McCabe Incentive Compensation Letter dated December 2, 2008
EX-10.4	Arthur C. Graves Incentive Compensation Letter dated December 2, 2008
EX-10.5	Stephen A. Grover Incentive Compensation Letter dated December 2, 2008

EX-10.1 2 rrd225813_26714.htm ANDREW B. COGAN INCENTIVE COMPENSATION LETTER DATED DECEMBER 2, 2008

December 2, 2008

Andrew Cogan

New York, NY

Dear Andrew:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If you achieve this goal and Knoll makes the 2009 operating profit plan, you can qualify for a total target incentive payment of $1,000,000.

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 2010.

/s/ Burt Staniar

Burt Staniar

EX-10.2 3 rrd225813_26720.htm LYNN M. UTTER INCENTIVE COMPENSATION LETTER DATED DECEMBER 2, 2008

December 2, 2008

Lynn Utter

East Greenville, PA

Dear Lynn:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If Knoll makes its 2009 N.A. Office gross profit plan and 2009 operating profit plan, you can qualify for a total target incentive payment of $400,000.

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 2010.

/s/ Andrew Cogan

Andrew Cogan

EX-10.3 4 rrd225813_26721.htm BARRY L. MCCABE INCENTIVE COMPENSATION LETTER DATED DECEMBER 2, 2008

December 2, 2008

Barry L. McCabe

East Greenville, PA

Dear Barry:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If you meet the 2009 Finance Budget and Knoll makes the 2009 operating profit plan, you can qualify for a total target incentive payment of $295,000.

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 2010.

/s/ Lynn Utter /s/ Andrew Cogan

Lynn Utter Andrew Cogan

EX-10.4 5 rrd225813_26722.htm ARTHUR C. GRAVES INCENTIVE COMPENSATION LETTER DATED DECEMBER 2, 2008

December 2, 2008

Arthur C. Graves

East Greenville, PA

Dear Art:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If you achieve the Office North American orders plan, meet the sales budget, and Knoll makes the 2009 N.A. Office gross profit plan and 2009 operating profit plan, you can qualify for a total target incentive payment of $295,000.

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 2010.

/s/ Lynn Utter /s/ Andrew Cogan

Lynn Utter Andrew Cogan

EX-10.5 6 rrd225813_26723.htm STEPHEN A. GROVER INCENTIVE COMPENSATION LETTER DATED DECEMBER 2, 2008

December 2, 2008

Stephen A. Grover

East Greenville, PA

Dear Steve:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If you meet the gross profit plan for North America, achieve 95% MCCOT, and Knoll makes the 2009 operating profit plan, you can qualify for a total target incentive payment of $295,000.

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 2010.

/s/ Lynn Utter /s/ Andrew Cogan

Lynn Utter Andrew Cogan

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

EX-10.1

December 2, 2008

Andrew Cogan

New York, NY

Dear Andrew:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If you achieve this goal and Knoll makes the 2009 operating profit plan, you can qualify for a total target incentive payment of $1,000,000.

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 2010.

/s/ Burt Staniar

Burt Staniar

EX-10.2

December 2, 2008

Lynn Utter

East Greenville, PA

Dear Lynn:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If Knoll makes its 2009 N.A. Office gross profit plan and 2009 operating profit plan, you can qualify for a total target incentive payment of $400,000.

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 2010.

/s/ Andrew Cogan

Andrew Cogan

EX-10.3

December 2, 2008

Barry L. McCabe

East Greenville, PA

Dear Barry:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If you meet the 2009 Finance Budget and Knoll makes the 2009 operating profit plan, you can qualify for a total target incentive payment of $295,000.

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 2010.

/s/ Lynn Utter /s/ Andrew Cogan

Lynn Utter Andrew Cogan

EX-10.4

December 2, 2008

Arthur C. Graves

East Greenville, PA

Dear Art:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If you achieve the Office North American orders plan, meet the sales budget, and Knoll makes the 2009 N.A. Office gross profit plan and 2009 operating profit plan, you can qualify for a total target incentive payment of $295,000.

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 2010.

/s/ Lynn Utter /s/ Andrew Cogan

Lynn Utter Andrew Cogan

EX-10.5

December 2, 2008

Stephen A. Grover

East Greenville, PA

Dear Steve:

It is our great pleasure to inform you that you will be a participant in the 2009 Knoll, Inc. Incentive Compensation Program.

We need to do three things to succeed in 2009. Improve our gross margins, continue to build on the sales and marketing initiatives that allowed us to gain share in 2007 and 2008, and diligently manage our spending.

Our success in 2009 will be a direct result of your ability to accomplish these objectives and assist Knoll in achieving its 2009 operating profit plan.

If you meet the gross profit plan for North America, achieve 95% MCCOT, and Knoll makes the 2009 operating profit plan, you can qualify for a total target incentive payment of $295,000.

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 2010.

/s/ Lynn Utter /s/ Andrew Cogan

Lynn Utter Andrew Cogan