Non-Employee Director Compensation Plan



 Exhibit 10.2 
 KNOLL, INC. 
 NON-EMPLOYEE DIRECTOR 
 COMPENSATION PLAN 
 1. Purpose. This Non-Employee Director Compensation Plan (the
“Plan”) is intended to promote the interests of Knoll, Inc. (the “Company”) by providing an inducement in the form of fees to certain qualified persons who are not employees of the Company (“Non-Employee Directors”) to
serve as members of the Company’s Board of Directors (the “Board”). In addition, the Plan also seeks to align the interests of these Non-Employee Directors with the interests of the Company’s stockholders by allowing all or a
portion of these fees to be paid in shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), and providing for an annual grant of Common Stock subject to certain restrictions (“Restricted Shares”).

 2. Effective Date. The Plan shall be effective as of October 1, 2007 (the “Effective Date”). 
 3. Administration. The Plan shall be administered by the Board. The Board shall, subject to the provisions of the Plan, have the power to construe the Plan, to
determine all questions hereunder, and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. All decisions, determinations and interpretations of the Board shall be final and binding. 

4. Eligibility. Only Non-Employee Directors are eligible to participate in the Plan. 
 5. Fees Payable to Non-Employee Directors. The following provisions shall govern the payment to Non-Employee Directors of (i) annual fees, (including fees payable to the Audit Committee Chairman)
(“Annual Fees”), (ii) Board meeting fees (“Meeting Fees”) and (iii) reimbursement of reasonable out-of-pocket expenses incurred by the Non-Employee Directors in connection with the performance of their duties as
directors (“Expenses”). 
 (a) Annual Fees. Each person who is a Non-Employee Director shall be entitled to receive without
further action by the Board an Annual Fee equal to $50,000 per calendar year (an “Annual Retainer”), as provided below. In addition, the chairman of the Audit Committee of the Board (the “Audit Committee Chairman”) shall be
entitled to receive a supplemental Annual Fee equal to $10,000 per calendar year served in such capacity (the “Audit Chairman Fee”), as provided below. The Annual Retainer shall be paid in equal installments of $12,500 in arrears on the
last business day of each calendar quarter (each a “Quarterly Payment Date”). In addition, the Audit Chairman Fee shall be paid in equal installments of $2,500 in arrears on each Quarterly Payment Date. 
 (i) Payment of Annual Fees for Partial Quarters. In the event a Non-Employee Director serves on the Board for less than the entire
quarter, the quarterly portion of the Annual Retainer payable for such quarter shall be prorated based on the number of days in such quarter for which such Non-Employee Director served on the Board. In the event a Non- Employee 








 
Director serves as the Audit Committee Chairman for less than the entire quarter, the quarterly portion of the Audit Chairman Fee payable for such quarter
shall be prorated based on the number of days in such quarter for which such Non-Employee Director served as the Audit Committee Chairman. 
 (b) Meeting Fees. Each person who is a Non-Employee Director shall also be entitled to receive $2,500 for each meeting of the Board attended, including each telephonic Board meeting attended. Meeting Fees shall be payable in arrears
on the Quarterly Payment Date immediately following the Board meetings attended. 
 (c) Expense Reimbursements. Each person who is a
Non-Employee Director shall also be entitled to receive reimbursement of Expenses. Expense reimbursements shall be payable in arrears on each Quarterly Payment Date for the Expenses incurred prior to such date. Reimbursement for Expenses shall be
subject to each Non-Employee Director’s submission of a request for reimbursement and all appropriate receipts and/or other documentation required by the Board at least five business days prior to the Quarterly Payment Date for which payment is
sought. Unless otherwise determined by the Board, reimbursement requests submitted late with respect to any Quarterly Payment Date shall be payable on the next Quarterly Payment Date. 
 (d) Method of Payment. Except as elected pursuant to Section 5(e) below, Annual Fees and Meeting Fees shall be payable in cash. Reimbursement
of Expenses shall be payable in cash. 
 (e) Election to Receive Shares of Common Stock in Lieu of Cash. Non-Employee Directors may
elect to receive shares of Common Stock in lieu of all or a portion of the cash payments for Annual Fees and Meeting Fees (a “Stock Election”). Any such election must be made by delivery of a Stock Election Form, a form of which is
attached hereto as Exhibit A, to the Company (attn: Chief Financial Officer) during a window period under the Company’s Insider Trading Policy and prior to the applicable Quarterly Payment Date with respect to which the election is to take
effect. The number of shares of Common Stock issuable pursuant to a Stock Election shall be equal to the value of the cash elected to be foregone in lieu of Common Stock divided by the Fair Market Value (as defined below) of the Common Stock on each
respective Quarterly Payment Date. Shares of Common Stock issued in lieu of Annual Fees and Meeting Fees shall be fully vested and unrestricted shares of Common Stock issued pursuant to the Knoll, Inc. 2007 Stock Incentive Plan (the “Stock
Incentive Plan”); provided, however, that the Board may in its sole discretion choose to issue shares from another stockholder-approved equity plan maintained by the Company. For purposes of the Plan, “Fair Market Value”
means, as of any date when the Common Stock is listed on one or more national securities exchanges, the closing price of one share reported on the principal national securities exchange on which such Common Stock is listed and traded on the date of
determination. If the Common Stock is not listed on an exchange, or representative quotes are not otherwise available, the Fair Market Value shall mean the amount determined by the Board in good faith to be the fair market value per share of Common
Stock. 
  

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 6. Grant of Restricted Stock. 
 (a) Annual Grant. Each calendar year, on the third trading day after the Company publicly announces its annual financial results for the prior year, each Non-Employee Director shall automatically be granted,
without any further action by the Board, a number of Restricted Shares equal to $50,000 divided by the Fair Market Value of one share of the Common Stock on the date of such grant, rounded to the nearest full share (the “Annual Director Stock
Grant”). The Restricted Shares shall be granted pursuant to the Stock Incentive Plan, unless the Board in its sole discretion chooses to issue shares from another stockholder-approved equity plan maintained by the Company and, except as
specifically set forth herein, shall be subject to and governed by the terms of the Stock Incentive Plan (or such other equity plan); provided, however, that any determinations with respect to such Restricted Shares shall be made by the Board.
Except as provided in the Restricted Share Agreement evidencing each Annual Director Stock Grant, the Restricted Shares subject to each Annual Director Stock Grant shall become unrestricted and vest at the rate of 33.3% of the shares granted
(rounded down to the nearest full share) on the first anniversary of the date of grant, an additional 33.3% of the shares granted (rounded down to the nearest full share) on the second anniversary of the date of grant, and the remaining shares
granted on the third anniversary of the date of grant; provided, however, that vesting of the Restricted Shares shall occur only to the extent that the Non-Employee Director recipient remains a member of the Board on the respective vesting date.
Each Annual Director Stock Grant shall be made pursuant to, and shall be subject to such other terms and conditions as set forth in, a Restricted Share Agreement, a form of which is attached hereto as Exhibit B. 
 7. Prohibition of Transfer and Assignment. The right of a Non-Employee Director to the payment of all or a portion of the fees payable or to receive the Common
Stock or Restricted Shares granted under this Plan may not be assigned, transferred, pledged or encumbered, other than by will or the laws of descent and distribution and any attempted assignment or transfer shall be null and void. 
 8. Governing Law. The Plan shall be construed and interpreted in accordance with the internal laws of the State of Delaware, without reference to the principles
of conflicts of law thereof. 
 9. Termination and Amendment of Plan. The Board may at any time terminate the Plan or make such modification or
amendment thereof as it deems advisable. 
  

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 EXHIBIT A 
 KNOLL, INC. 
 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN 
 STOCK ELECTION FORM 
 Pursuant to the
terms of the Knoll, Inc. Non-Employee Director Compensation Plan (the “Plan”), I hereby elect to receive shares of Common Stock in lieu of the Annual Fees and/or Meeting Fees as follows. Capitalized terms shall have the meaning set forth
in the Plan. 
 Stock Election in Lieu of Annual Fees 
 I hereby elect to forego $             on a quarterly basis or             % of the Annual Fees due to me
on each Quarterly Payment Date and instead receive shares of Common Stock rounded to the nearest full share having an equivalent value. 
 Stock
Election in Lieu of Meeting Fees 
 I hereby elect to forego             % of the
Meeting Fees due to me on each Quarterly Payment Date and instead receive shares of Common Stock rounded to the nearest full share having an equivalent value. 
 I UNDERSTAND THAT THIS ELECTION SHALL REMAIN IN EFFECT FOR EACH QUARTERLY PAYMENT DATE UNTIL A SUBSEQUENT ELECTION IS FILED WITH THE COMPANY NULLIFYING OR MODIFYING THIS ELECTION. 
 I UNDERSTAND THAT THE SHARES OF COMMON STOCK ISSUED TO ME IN LIEU OF CASH FOR MY ANNUAL FEES AND/OR MEETING FEES WILL BE UNRESTRICTED FOR U.S. FEDERAL TAX PURPOSES
AND AS SUCH WILL CONSTITUTE INCOME TO ME IN THE YEAR OF GRANT. 
  

	
	
	  
	Non-Employee Director