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

On December 6, 2012, Knoll, Inc. (the "Company") approved 2013 non-equity incentive awards for the executive officers listed below, which award amounts were unchanged from 2012. The dollar amounts specified for each executive officer are the target incentive payments that would be paid in 2014 based upon 2013 performance. The Company's Board of Directors (or appropriate committee of the Company's Board of Directors), however, may exercise discretion in adjusting any award up or down based on factors deemed appropriate by the Company's Board of Directors (or appropriate committee of the Company's Board of Directors). The Company also determined that base salaries for these officers will remain unchanged for 2013.

Andrew B. Cogan, Chief Executive Officer. Mr. Cogan was granted a 2013 non-equity incentive award with a target incentive payment of $800,000. A copy of Mr. Cogan's 2013 non-equity incentive award letter, detailing his participation in the Knoll 2013 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 Office. Ms. Utter was granted a 2013 non-equity incentive award with a target incentive payment of $500,000. A copy of Ms. Utter's 2013 non-equity incentive award letter, detailing her participation in the 2013 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 2013 non-equity incentive award with a target incentive payment of $295,000. A copy of Mr. McCabe's 2013 non-equity incentive award letter, detailing his participation in the 2013 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.3 to this Current Report on Form 8-K.

Benjamin A. Pardo, Executive Vice President - Design. Mr. Pardo was granted a 2013 non-equity incentive award with a target incentive payment of $250,000. A copy of Mr. Pardo's 2013 non-equity incentive award letter, detailing his participation in the 2013 Knoll, Inc. Incentive Compensation Program, is attached as Exhibit 10.4 to this Current Report on Form 8-K.

Jeffrey R. Blom, Senior Vice President - North America Supply Chain. Mr. Blom was granted a 2013 non-equity incentive award with a target incentive payment of $265,000. A copy of Mr. Blom's 2013 non-equity incentive award letter, detailing his participation in the 2013 Knoll, Inc. 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 Non-Equity Incentive Compensation Letter dated December 6, 2012
Exhibit 10.2 - Lynn M. Utter Non-Equity Incentive Compensation Letter dated December 6, 2012
Exhibit 10.3 - Barry L. McCabe Non-Equity Incentive Compensation Letter dated December 6, 2012
Exhibit 10.4 - Benjamin A. Pardo Non-Equity Incentive Compensation Letter dated December 6, 2012
Exhibit 10.5 - Jeffrey R. Blom Non-Equity Incentive Compensation Letter dated December 6, 2012

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