0001047469-11-001616 Sample Contracts

RESTRICTED SHARE AGREEMENT UNDER THE KNOLL INC.
Restricted Share Agreement • March 1st, 2011 • Knoll Inc • Miscellaneous furniture & fixtures • Delaware

THIS AGREEMENT is made effective as of the th day of , 20 (the “Grant Date”), between Knoll, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). Except as otherwise specifically provided herein, capitalized terms used herein shall have the meanings attributed thereto in the Knoll, Inc. 2010 Stock Incentive Plan (the “Plan”). All references to employment and termination of employment herein shall relate to any consulting relationship, directorship or similar relationship between the Company or a Subsidiary and the Grantee, and the termination thereof.

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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE KNOLL, INC. 2010 STOCK INCENTIVE PLAN
Non-Qualified Stock Option Agreement • March 1st, 2011 • Knoll Inc • Miscellaneous furniture & fixtures • Delaware

WHEREAS, the Optionee is now employed or engaged as a consultant by the Company or one of its subsidiaries in a key capacity, or is a director of the Company, and the Company desires to have Optionee remain in such employment and to afford Optionee the opportunity to acquire, or enlarge, Optionee’s ownership of the Company’s Common Stock, par value $.01 per share (“Stock”), so that Optionee may have a direct proprietary interest in the Company’s success (all references to employment hereinafter shall relate to any consulting, directorship or similar relationship, as applicable, and all references to employment or termination of employment with or by the Company shall include employment with or by any of the Company’s direct or indirect subsidiaries, as applicable);

RESTRICTED SHARE AGREEMENT UNDER THE KNOLL INC.
Restricted Share Agreement • March 1st, 2011 • Knoll Inc • Miscellaneous furniture & fixtures • Delaware

THIS AGREEMENT is made effective as of the day of , 20 (the “Grant Date”), between Knoll, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). Except as otherwise specifically provided herein, capitalized terms used herein shall have the meanings attributed thereto in the Knoll, Inc. 2010 Stock Incentive Plan (the “Plan”). All references to employment and termination of employment herein shall also relate to any consulting relationship, directorship or similar relationship between the Company or a Subsidiary and the Grantee, and the termination thereof.

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