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

On February 6, 2013, the Compensation Committee of the Knoll, Inc. Board of Directors (and the full Board of Directors in the case of Mr. Cogan) approved and authorized the following non-equity incentive payments to Andrew B. Cogan, Chief Executive Officer, Lynn M. Utter, President and Chief Operating Officer, Knoll Office, Barry L. McCabe, Executive Vice President and Chief Financial Officer, Benjamin A. Pardo, Executive Vice President-Design, and Jeffrey R. Blom, Senior Vice President - North America Supply Chain:

Andrew B. Cogan - $900,000
Lynn M. Utter - $425,000
Barry L. McCabe - $295,000
Benjamin A. Pardo - $295,000
Jeffrey R. Blom - $250,000

The above amounts were awarded under the Knoll, Inc. 2012 Incentive Compensation Program.

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