knlexh10109302018






1330 Avenue of the Americas           Exhibit 10.1 New York, NY 10019  Tel 212.343.4010  acogan@knoll.com   Andrew B. Cogan  Chairman, President & CEO   September 9, 2018   Chris Baldwin  [Address]   Dear Chris:   This letter confirms our offer of at-will employment with Knoll Inc. (Knoll) as Chief  Operating Officer and President Knoll Office at a base salary of $550,000.00 annually.  In  this position, you will be reporting to Andrew Cogan, Chairman & CEO, and your date of  hire will be no later than October 30, 2018.     You will be eligible to participate in the Knoll management incentive bonus program.   Under the 2018 incentive bonus program, you will have an annual target bonus  opportunity of $400,000.00.  Payout under this program is discretionary and based on  achievement of Knoll’s financial plan and your individual objectives.  This target will be  pro-rated for the 2018 target to $100,000.00 and we will guarantee your full pro-rated  bonus of $100,000.00 which is payable in the first quarter of 2019 provided you are  employed on the date bonuses are paid.     Additionally, we are pleased to offer you a $100,000.00 sign-on bonus to be paid in your  1st pay after 30 days of employment. Should you leave the company prior to 12 months of  employment you will be required to repay the sign-on bonus in full. You must be actively  employed by Knoll on the date of bonus distribution to receive payment.    To assist with your relocation, you will receive a relocation allowance in the amount of  $80,000 (minus applicable taxes).  Fifty percent (50%) of this will be paid in your 1st pay  after 30 days of employment.  Fifty percent (50%) of this will be paid upon confirmation  of your move.  It is expected you will maintain your domicile and primary residence in the  East Greenville geographic area.  Should you leave the company prior to 12 months of  employment you will be required to repay the relocation allowance in full.  This relocation  offer will expire following 12 months of employment if your move is not completed.  We  will also pay a reasonable fee towards a relocation service to assist you with your move.   You will also be granted 11,500 restricted shares and 6,500 performance-based restricted  stock units under the company’s stock incentive plans.  The restricted shares would cliff  vest on the third anniversary of the date of grant. Fifty percent (50%) of the restricted  stock units will only vest if Knoll exceeds a 3-Year Cumulative profit target and fifty  percent (50%) of the stock units will only vest if Knoll’s Total Shareholder Return  exceeds the median of its designated peer group. Based on your expected date of hire, we  





 






1330 Avenue of the Americas  New York, NY 10019  Tel 212.343.4010  acogan@knoll.com   Andrew B. Cogan  Chairman, President & CEO   expect the grant date for these equity awards to be early November 2018.  The restricted  shares and restricted stock units will be evidenced by Knoll’s standard agreements to be  signed by you and Knoll, which will set forth the terms and conditions associated with the  equity grant in more detail, including the accrual of dividends.   Knoll associates are eligible to receive benefits the first of the month following 30 days of  employment and are eligible to participate in the Retirement Savings Program (401K)  immediately.  Knoll will provide you with 20 days of vacation (prorated to 5) for the year  2018 and 20 in subsequent years, until you accrue days beyond 20 according to the Knoll  vacation accrual schedule.  For information on Knoll Benefits please visit  www.knollbenefits.com.  Enter username:  knoll.  Enter password:        Knoll requires all associates to complete background verification and pre-employment  drug screening prior to the start of employment.  The employment offer is contingent upon  successful completion of this screening and verification of all the information you have  provided.  Costs associated with the pre-employment screening are covered by Knoll.  All  Knoll associates are considered to be on probation for a period of six months.  Please  bring with you on your first day documentation to support your eligibility to work in the  United States.    Chris, I am enthusiastic about you joining Knoll!  If you wish to accept this offer, please  sign and return one copy of this letter within 5 business days.  Please feel free to contact  me should you have any additional questions.   Very truly yours,   Andrew B. Cogan  Chairman & CEO  Knoll, Inc.   Acceptance and acknowledgement of terms and conditions:  _/s/ Chris Baldwin________________________  ________________   Signature                                      Date