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):  12/01/2009

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 1, 2009, Knoll, Inc. (the "Company") approved 2010 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 2010.

Andrew B. Cogan, Chief Executive Officer. Mr. Cogan was granted a 2010 non-equity incentive award with a target incentive payment of $800,000. A copy of Mr. Cogan's 2010 non-equity incentive award letter, detailing his participation in the 2010 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 2010 non-equity incentive award with a target incentive payment of $500,000. A copy of Ms. Utter's 2010 non-equity incentive award letter, detailing her participation in the 2010 Knoll, Inc. Incentive Compensation 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 2010 non-equity incentive award with a target incentive payment of $295,000. A copy of Mr. McCabe's 2010 non-equity incentive award letter, detailing his participation in the 2010 Knoll, Inc. 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 2010 non-equity incentive award with a target incentive payment of $295,000. A copy of Mr. Graves' 2010 non-equity incentive award letter, detailing his participation in the 2010 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.4 to this Current Report on Form 8-K.

The Company also agreed to reimburse Mr. Graves up to $75,000 in moving related expenses associated with his decision to relocate to California in December 2009.

Item 8.01.    Other Events

On December 1, 2009, the Company's board of directors approved a temporary modification to the Knoll, Inc. Non-Employee Director Compensation Plan (the "Plan"), whereby the $2,500 per meeting fee paid to non-employee directors under the Plan for attendance at meetings of the board of directors is temporarily suspended for fiscal year 2010. This suspension is a result of the difficult global economic environment that currently exists.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 - Andrew B. Cogan Incentive Compensation Letter dated December 1, 2009.

Exhibit 10.2 - Lynn M. Utter Incentive Compensation Letter dated December 1, 2009.

Exhibit 10.3 - Barry L. McCabe Incentive Compensation Letter dated December 1, 2009.

Exhibit 10.4 - Arthur C. Graves Incentive Compensation Letter dated December 1, 2009.

SIGNATURES

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 07, 2009	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 1, 2009
EX-10.2	Lynn M. Utter Incentive Compensation Letter dated December 1, 2009
EX-10.3	Barry L. McCabe Incentive Compensation Letter dated December 1, 2009
EX-10.4	Arthur C. Graves Incentive Compensation Letter dated December 1, 2009

EX-10.1

EXHIBIT 10.1

December 1, 2009

Andrew Cogan

New York, NY

Dear Andrew:

It is my pleasure to inform you that you will be a participant in the 2010 Knoll, Inc. Incentive Compensation Program.

In these challenging times, our objectives are simple and something that each of us can help contribute to:

Protect our balance sheet and profitability while ensuring that we make the right investments in products, service and technology to position Knoll for long term success as demand eventually recovers.

Our success in 2010 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2010 operating profit plan.

If you achieve your individual goals and Knoll makes its 2010 operating profit plan, you can qualify for a total target incentive payment of $800,000.

This award is subject to my approval and that of the Knoll, Inc. Board of Directors (or appropriate committee 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 (or appropriate committee of the Knoll, Inc. 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.

I have great confidence in your ability to contribute to our success in 2010 and look forward to being able to present you with your award in early 2011.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Burt Staniar

Burt Staniar

Chairman

EX-10.2

EXHIBIT 10.2

December 1, 2009

Lynn Utter

East Greenville, PA

Dear Lynn:

It is my pleasure to inform you that you will be a participant in the 2010 Knoll, Inc. Incentive Compensation Program.

In these challenging times, our objectives are simple and something that each of us can help contribute to:

Protect our balance sheet and profitability while ensuring that we make the right investments in products, service and technology to position Knoll for long term success as demand eventually recovers.

Our success in 2010 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2010 operating profit plan.

If you achieve your individual goals and Knoll makes its 2010 operating profit plan, you can qualify for a total target incentive payment of $500,000.

This award is subject to my approval and that of the Knoll, Inc. Board of Directors (or appropriate committee 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 (or appropriate committee of the Knoll, Inc. 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.

I have great confidence in your ability to contribute to our success in 2010 and look forward to being able to present you with your award in early 2011.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew B. Cogan

Andrew B. Cogan

CEO

EX-10.3

EXHIBIT 10.3

December 1, 2009

Barry McCabe

East Greenville, PA

Dear Barry:

It is our pleasure to inform you that you will be a participant in the 2010 Knoll, Inc. Incentive Compensation Program.

In these challenging times, our objectives are simple and something that each of us can help contribute to:

Protect our balance sheet and profitability while ensuring that we make the right investments in products, service and technology to position Knoll for long term success as demand eventually recovers.

Our success in 2010 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2010 operating profit plan.

If you achieve your individual goals and Knoll makes its 2010 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 (or appropriate committee 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 (or appropriate committee of the Knoll, Inc. 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 contribute to our success in 2010 and look forward to being able to present you with your award in early 2011.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew B. Cogan	/s/ Lynn M. Utter
Andrew B. Cogan	Lynn M. Utter
CEO	President and COO

EX-10.4

EXHIBIT 10.4

December 1, 2009

Art Graves

East Greenville, PA

Dear Art:

It is our pleasure to inform you that you will be a participant in the 2010 Knoll, Inc. Incentive Compensation Program.

In these challenging times, our objectives are simple and something that each of us can help contribute to:

Protect our balance sheet and profitability while ensuring that we make the right investments in products, service and technology to position Knoll for long term success as demand eventually recovers.

Our success in 2010 and beyond will be a direct result of your ability to help us accomplish these long term goals while meeting our short term 2010 operating profit plan.

If you achieve your individual goals and Knoll makes its 2010 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 (or appropriate committee 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 (or appropriate committee of the Knoll, Inc. 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 contribute to our success in 2010 and look forward to being able to present you with your award in early 2011.

Thank you for all that you do for Knoll.

Sincerely,

/s/ Andrew B. Cogan	/s/ Lynn M. Utter
Andrew B. Cogan	Lynn M. Utter
CEO	President and COO