exhibit1015






                                                                                       Exhibit 10.15                          PERFORMANCE-BASED STOCK UNIT AGREEMENT                                             UNDER THE                                             KNOLL INC.                                    2018 STOCK INCENTIVE PLAN                                                              THIS AGREEMENT (the “Agreement”) is made effective as of the ______ day of __________, 2019 (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. 2018 Stock Incentive Plan (the “Plan”).                       WHEREAS, pursuant to the Plan, the Company desires to grant the Grantee a Performance Award in the   form of Stock Units, on the terms and conditions set forth herein.                     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and   valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as   follows:             1.     Grant of Stock Units.  Subject to the terms and conditions set forth herein and in the Plan, the   Company hereby grants to the Grantee ______________ Stock Units (the “Award”).  The Grantee expressly  acknowledges receipt of a copy of the Plan and agrees to be bound by all of the provisions of this Agreement and the  Plan.             2.     Non-Transferability.  The Grantee may not sell, transfer, pledge, or otherwise encumber or   dispose of this Award.               3.     Definitions; Vesting; Forfeiture.                     (a)    Definitions.  Capitalized terms not defined in this Agreement shall have the meanings   ascribed to them in the Plan.  For purposes of this Agreement, the following capitalized terms shall have the  following meanings:                            (i)     “Cause” for the purposes of the Award and “cause” for purposes of Section 14.6          of the Plan (or a successor provision) means “cause” as defined in any employment agreement between the          Grantee and the Company or any Subsidiary or, in the absence of any such definition, (A) the substantial          and continued failure of the Grantee to perform material duties reasonably required of the Grantee by the          Company or any Subsidiary or the Company’s Board of Directors (the “Board”), as applicable (it being          understood that a failure to attain performance objectives shall not in and of itself be treated as a failure to          perform material duties for purpose of this clause (A)) for a period of not less than thirty (30) consecutive          days, provided notice in writing from the Company or the Board, as applicable, is given to the Grantee          specifying in reasonable detail the circumstances constituting such substantial and continued failure, (B)          conduct by the Grantee substantially disloyal to the Company which conduct is identified in reasonable          detail by notice in writing from the Company or the Board, as applicable, and which conduct, if susceptible          of cure, is not cured by the Grantee within 30 days of the Grantee’s receipt of such notice, (C) any act of          fraud, embezzlement or misappropriation by the Grantee against the Company or any Subsidiary, (D) the          conviction of the Grantee of a felony (or the equivalent under applicable law) or plea by the Grantee of          guilty or “nolo contendere” to the charge of a felony (or the equivalent under applicable law), or (E) in the          case of a Grantee who is a director of the Company, removal of the Grantee from the Board for cause under          applicable law.  The definition of “cause” herein shall not modify, amend or otherwise affect the definition          of “cause” in any employment or other agreement with the Company or any Subsidiary.                          (ii)    “Concentrated Peer Group” means a group of publicly-traded peer companies          approved by the Committee.  If the common stock of any of these companies ceases to be publicly traded at          any time during the Performance Period, such company shall be deleted from the Concentrated Peer Group          and shall not be taken into account when determining TSR for the Concentrated Peer Group.                                                                               1     





 






                                                                               Exhibit 10.15                  (iii)  “Dividends Paid” means dividends declared (including extraordinary dividends),  if any, during the TSR Performance Period.  Cash equivalents will be valued as of the date(s) on which the  dividend(s) were declared during the TSR Performance Period. Stock dividends will be valued at the fair  market value measured at the end of the TSR Performance Period.                    (iv)    “EBITDA” means, for any fiscal year, the Company’s earnings before interest,  taxes, depreciation and amortization.  The determination of EBITDA shall be made from the Company’s  books and records.  Such books and records shall be maintained in accordance with U.S. generally accepted  accounting principles and the Company’s internal accounting policies and procedures consistently applied  over each of the fiscal years during the EBITDA Performance Period.  Notwithstanding the foregoing, the  Committee will determine the extent to which extraordinary and one-time items of income and expense,  such as asset impairment charges, gains or losses on sales of fixed assets, transactions outside of the  ordinary course of business (acquisition costs, bank refinancings, IPO/secondary stock offerings, etc.), and  restructuring costs, in each case, shall be excluded from the determination of EBITDA for the fiscal year in  which the extraordinary or one-time item of income or expense occurs.  The Company’s finance  department shall make an initial determination of EBITDA for each fiscal year during the EBITDA  Performance Period.  The Company’s auditors shall review the finance department’s determinations.  The  Committee shall take into account the finance department’s determination and the Company’s auditors’  review and make the final determination of EBITDA as soon as practicable after the end of the EBITDA  Performance Period.  Notwithstanding anything to the contrary set forth herein, all determinations and  interpretations made by the Committee shall be binding and conclusive.                   (v)      “Material Acquisition or Divestiture” means any acquisition or divestiture or  other business combination not involving a Change in Control that is deemed to result in an increase or  decrease in annual EBITDA exceeding $_____________ USD (the “Materiality Threshold”).  An  acquisition (or business combination) will be deemed to result in an increase in annual EBITDA exceeding  the Materiality Threshold if the acquired business’s EBITDA measured over the most recently completed  fiscal year immediately preceding the date of acquisition (or business combination) exceeded  $___________ USD.  A divestiture will be deemed to result in a decrease in annual EBITDA exceeding the  Materiality Threshold if the divested business’ EBITDA measured over the most recently completed fiscal  year immediately preceding the divestiture exceeded $_____________ USD.                  (vi)     “EBITDA Target I” means $____________ USD; provided, however, that if a  Material Acquisition or Divestiture occurs, other than the divestiture of a business that generated an  operating loss in the twelve (12) months preceding such divestiture, the EBITDA Target shall be adjusted  to account for the addition of EBITDA, or the decrease of EBITDA, resulting from the transaction.  For  example, the acquisition of an entity that generated EBITDA of $____________ USD in the 12 months  preceding the acquisition shall cause an upward adjustment in the EBITDA target by $__________ USD  for each full calendar year remaining in the EBITDA Performance Period (if any), plus an amount equal to  the product of $___________ multiplied by a fraction, the numerator of which is the number of full months  remaining in the calendar year in which the acquisition occurred and the denominator of which is twelve  (12).                  (vii)    “EBITDA Target II” means $_________ USD; provided, however, that if a  Material Acquisition or Divestiture occurs, other than the divestiture of a business that generated an  operating loss in the twelve (12) months preceding such divestiture, the EBITDA Target shall be adjusted  to account for the addition of EBITDA, or the decrease of EBITDA, resulting from the transaction.  For  example, the acquisition of an entity that generated EBITDA of $   USD in the 12 months  preceding the acquisition shall cause an upward adjustment in the EBITDA target by $__________ USD  for each full calendar year remaining in the EBITDA Performance Period (if any), plus an amount equal to  the product of $________  multiplied by a fraction, the numerator of which is the number of full months  remaining in the calendar year in which the acquisition occurred and the denominator of which is twelve  (12).                  (viii) “EBITDA Performance Period” means the three calendar-year period  commencing on January 1, 20__ and ending on December 31, 20__.                                            2                    





 






                                                                                      Exhibit 10.15                         (ix)    “Performance Period(s)” means the EBITDA Performance Period(s) and the         TSR Performance Period(s), as applicable.                          (x)     “Pro Rata Fraction” means a fraction, the numerator of which is the number of         full months from the Grant Date through the date of a Qualified Termination and the denominator of which         is thirty-six (36).                         (xi)    “Qualified Termination” means a termination of Continuous Service during the         Performance Period (A) by the Company or a Subsidiary on account of the Grantee’s Disability, (B) due to         the Grantee’s death, or (C) by the Company or a Subsidiary without “cause.”                           (xii)    “Stretch Target” means $______________ USD; provided, however, that if a         Material Acquisition or Divestiture occurs, other than the divestiture of a business that generated an         operating loss in the twelve (12) months preceding such divestiture, the Stretch Target shall be adjusted to         account for the addition of EBITDA, or the decrease of EBITDA, resulting from the transaction,  For         example, the acquisition of an entity that generated EBITDA of $________ USD in the 12 months         preceding the acquisition shall cause an upward adjustment in the Stretch Target by $___________ USD         for each full calendar year remaining in the EBITDA Performance Period (if any), plus an amount equal to         the product of $___________ multiplied by a fraction, the numerator of which is the number of full months         remaining in the calendar year in which the acquisition occurred and the denominator of which is twelve         (12).                         (xiii) “TSR” means the cumulative percentage change in stock price over the TSR         Performance Period, with Dividends Paid during the TSR Performance Period being added to the stock         price at the end of the TSR Performance Period.  For purposes of this Agreement, the price of an entity’s         stock at the beginning of the TSR Performance Period will be the average closing stock price over the         trading days in the twenty (20) days immediately preceding the start of the TSR Performance Period, and         the stock price at the end of the TSR Performance Period will be the average closing stock price over the         trading days in the last twenty (20) days of the TSR Performance Period.  In the event of a spin off, split up         or similar transaction involving the business of the Company or a company in the Concentrated Peer         Group, the shares of the entity of such transaction will be treated as Dividends Paid with respect to the         Company or the company in the Concentrated Peer Group, as applicable.                         (xiv)   “TSR Performance Period” means the three-year period commencing on the         Grant Date and ending on the third (3rd) anniversary of the Grant Date.                          (xv)     “Vesting Date” means the date the Committee certifies the EBITDA and TSR         results or, if earlier, the date vesting occurs pursuant to Section 3(c) or Section 3(d)(iii).                  (b)    Vesting.  Except as otherwise specifically provided in Sections 3(c) and 3(d) hereof, the  vesting of the Award is contingent upon the Grantee’s Continuous Service from the Grant Date through the Vesting  Date.  Except as otherwise provided in Sections 3(c) and 3(d) hereof, the Award shall vest as follows:                                          (i)     EBITDA Portion.  (I) Twenty five percent (25%) of the Award shall vest if         cumulative EBITDA over the EBITDA Performance Period equals or exceeds the EBITDA Target I, but is         less than the EBITDA Target II and (II) an additional twenty five percent (25%) of the Award shall vest if         cumulative EBITDA over the EBITDA Performance Period equals or exceeds the EBITDA Target II, and         (III) an additional twenty-five percent (25%) of the Award shall vest if the cumulative EBITDA over the         EBITDA Performance period equals or exceeds the Stretch Target; and                                                 (ii)    Relative TSR Portion.  Fifty percent (50%) of the Award shall vest if the         Company’s TSR equals or exceeds the fiftieth (50th) percentile of the TSR of the Concentrated Peer Group         over the TSR Performance Period.                                                                            3    





 






                                                                                       Exhibit 10.15                          Except as otherwise provided in Sections 3(c) and 3(d) hereof, the Award shall be          forfeited to the extent it does not vest pursuant to this Section 3(b).  For the sake of clarity, up to 125% of          the Award is eligible to vest pursuant to this Section 3(b).                                           (c)    Change in Control.  Section 14.6 of the Plan (or a successor provisions) shall apply in the   event of a Change in Control, and for purposes of such section, the term “cause” shall have the meaning set forth in   Section 3(a)(i) above.                                    (d)    Prorated Vesting in connection with a Qualified Termination.  If, during the Performance   Period, the Grantee’s Continuous Service shall cease by reason of a Qualified Termination, a pro rata portion of the   Award shall immediately vest as follows:                            (i)     If the Qualified Termination is a termination by the Company or a Subsidiary on          account of the Grantee’s Disability or due to the Grantee’s death, the number of Stock Units subject to the          Award that shall vest as a result of the Qualified Termination shall be determined by multiplying the total          number of Stock Units subject to the Award by the Pro Rata Fraction.                                                    (ii)    If the Qualified Termination is a Without Cause Termination, the number of          Stock Units subject to the Award that shall vest as a result of the Qualified Termination shall be determined          by multiplying the number of Stock Units subject to the Award that vest based on actual performance over          the entire Performance Period by the Pro Rata Fraction.                            (iii)   The date of such pro rata vesting in the event of a Qualified Termination shall be          (A) if the Qualified Termination is a termination by the Company or a Subsidiary on account of the          Grantee’s Disability or due to the Grantee’s death, the date of such Qualified Termination, and (B) if the          Qualified Termination is a Without Cause Termination, the date vesting would have occurred pursuant to          Section 3(b).                                           (e)    Forfeiture on Termination of Continuous Service.  If the Grantee’s Continuous Service is   terminated for any reason during the Performance Period, any Stock Units subject to the Award that do not become   vested pursuant to Sections 3(c) and 3(d), or an employment or other agreement between the Grantee and the   Company or a Subsidiary, shall be immediately forfeited.                            4.     Conversion of Stock Units and Issuance of Shares.  One Share shall be issuable for each Stock   Unit subject to the Award that vests.  The Shares shall be issued at or as soon as practicable following the Vesting   Date (but in no event later than March 15th of the calendar year following the year in which the Vesting Date  occurs).  In the case of the Grantee’s death, such Shares will be issued in the name of the beneficiary designated in  writing by the Grantee pursuant to a form of designation provided by the Company, to the Grantee’s legatee or  legatees, or to his or her personal representatives or distributes, as the case may be.  Any fractional unit remaining  after the Award is fully vested shall be discarded and shall not be converted into a fractional Share.             5.     Rights as a Stockholder; Dividend Equivalents.                       (a)    Rights as Stockholder. Except as provided in Section 5(b) below, neither the Grantee nor   any person claiming under or through the Grantee will have any of the rights or privileges of a stockholder of the  Company in respect of any Shares deliverable hereunder (including the right to vote or receive dividends) unless and  until certificates representing such Shares (which may be in book entry form) will have been issued and recorded on  the records of the Company or its transfer agents or registrars.  After such issuance and recordation, the Grantee will  have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and  distributions on such Shares.                     (b)    Dividend Equivalents. If the Company declares a normal cash dividend on its Shares   prior to the earlier of the date the Award is settled in full or terminates, the Grantee will receive a Dividend   Equivalent credit equal to such cash dividend for each outstanding Stock Unit subject to the Award.  Any such   Dividend Equivalent credits shall be accumulated and shall be subject to the same terms and conditions as are   applicable to the Stock Units to which the Dividend Equivalents relate, including, without limitation, the restrictions                                                    4     





 






                                                                                       Exhibit 10.15    on transfer, forfeiture, vesting and payment provisions contained in this Agreement.  For avoidance of doubt,   Dividend Equivalents shall be paid in cash only if and when the Stock Units to which they relate are converted into   Shares pursuant to Section 4.             6.     Binding Effect.  This Agreement shall be binding upon the heirs, executors, administrators and   successors of the parties hereto.             7.     Governing Law.  This Agreement 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.  Each party   hereby irrevocably consents and submits to the personal jurisdiction of and venue in the United States District Court   - District of Delaware and the Delaware State courts, in any legal action, equitable suit or other proceeding arising   out of or related to this Agreement.             8.     Withholding.  The Company or any Subsidiary thereof shall have the power and right to deduct or   withhold, or require the Grantee to remit to the Company or any Subsidiary all federal, state, local or foreign taxes  required by law to be withheld by the Company or a Subsidiary with respect to this Award.  The Grantee may be   required to pay to the Company in cash or cash equivalents, either prior to or concurrent with the issuance of Shares   in respect of Stock Units that have vested, the amount required by law to be withheld by the Company.  The Grantee   may satisfy all or part of such withholding requirement (provided that such amount, consistent with Accounting   Standards Codification 718 as amended from time to time, shall not be in excess of the maximum statutory federal,   state and local withholding requirements) by tendering previously-owned Shares or by having the Company   withhold Shares of Restricted Stock that would otherwise vest.             9.     No Right to Continuous Service.  The establishment of the Plan and the grant of Stock Units   hereunder shall not be construed as granting to the Grantee the right to Continuous Service, nor shall the Plan or this   Agreement be construed as limiting the right of the Company or any Subsidiary to terminate the Grantee’s   Continuous Service at any time for any reason whatsoever, with or without cause.             10.    No Liability.  No member of the Committee or the Board shall be personally liable by reason of   any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member   of the Committee or Board nor for any mistake of judgment made in good faith, and the Company shall indemnify   and hold harmless each member of the Committee, each member of the Board and each other employee, officer or   director of the Company to whom any duty or power relating to the administration or interpretation of the Plan or   this Agreement may be allocated or delegated, against any cost or expense (including counsel fees) or liability   (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the   Plan or this Agreement unless arising out of such person’s own fraud or bad faith; provided, however, that approval   of the Board shall be required for the payment of any amount in settlement of a claim against any such person.  The   foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such   persons may be entitled under the Company’s certificate of incorporation or by-laws, as a matter of law, or   otherwise, or any power that the Company may have to indemnify them or hold them harmless.             11.    Headings.  Headings are for the convenience of the parties and are not deemed to be a part of this   Agreement.             12.    Plan and Compensation Recoupment Policy.  The terms of the Plan, a copy of which is   provided with this Agreement, and the Knoll, Inc. Compensation Recoupment Policy (the “Policy) which is made  part of this Agreement and incorporated herein by reference.  In the event of any conflict between the terms of the  Plan and the terms of this Agreement or the Policy, the terms of the Plan shall govern.                                                        5     





 






                                                                                       Exhibit 10.15           13.    Nature of Award.  In accepting the Award, the Grantee acknowledges and agrees that:                   (a)    the Plan is established voluntarily by the Company, it is discretionary in nature, and it  may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the  Plan and this Agreement;                  (b)     the Award is voluntary and occasional and does not create any contractual or other right   to receive future awards of Stock Units, or benefits in lieu of Stock Units, even if Stock Units have been awarded   repeatedly in the past;                   (c)    all decisions with respect to future awards, if any, will be at the sole discretion of the   Company;                   (d)    the Grantee’s participation in the Plan is voluntary;                   (e)    the Award is not part of normal or expected compensation or salary for any purposes,  including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service  payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no  event should be considered as compensation for, or relating in any way to, past services for the Company or any  Subsidiary;                   (f)    in the event that the Grantee is not an employee of the Company or any Subsidiary, the  Award and the Grantee’s participation in the Plan will not be interpreted to form an employment or service contract  or relationship with the Company or any Subsidiary;                  (g)     the future value of the underlying Shares is unknown and cannot be predicted with  certainty;                   (h)     in consideration of the Award, no claim or entitlement to compensation or damages shall  arise from termination of the Award or diminution in value of the Award or Shares acquired upon vesting of the  Award, resulting from termination of the Grantee’s Continuous Service by the Company or any Subsidiary (for any  reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award,  the Grantee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if,  notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by  signing this Agreement, the Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek  remedy for any such claim or entitlement;                  (i)     in the event of termination of the Grantee’s Continuous Service (whether or not in breach  of local labor laws), the Grantee’s right to receive Awards under the Plan and to vest in such Awards, if any, will  terminate effective as of the date that the Grantee is no longer providing services and will not be extended by any  notice period mandated under local law (e.g., providing services would not include a period of “garden leave” or  similar period pursuant to local law); furthermore, in the event of termination of the Grantee’s Continuous Service  (whether or not in breach of local labor laws), the Committee shall have the exclusive discretion to determine when  the Grantee is no longer providing services for purposes of this Award;                  (j)     the Company is not providing any tax, legal or financial advice, nor is the Company  making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale  of the underlying Shares; and                  (k)     the Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and  financial advisers regarding the Grantee’s participation in the Plan before taking any action related to the Plan.           14.    Data Privacy.                                                    6     





 






                                                                                       Exhibit 10.15                   (a)    The Grantee hereby explicitly and unambiguously consents to the collection, use and  transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement by and among, as  applicable, the Grantee’s employer, the Company and any Subsidiary for the exclusive purpose of implementing,  administering and managing the Grantee’s participation in the Plan.                  (b)     The Grantee understands that the Company and the Grantee’s employer may hold certain  personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and  telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any  shares of Common Stock or directorships held in the Company, details of all Stock Units or any other entitlement to  shares of Common Stock awarded, canceled, vested, unvested or outstanding in the Grantee’s favor, for the  exclusive purpose of implementing, administering and managing the Plan (“Data”).                  (c)     The Grantee understands that Data will be transferred to any third party assisting the  Company with the implementation, administration and management of the Plan.  The Grantee understands that the  recipients of the Data may be located in the Grantee’s country, or elsewhere, and that the recipients’ country may  have different data privacy laws and protections than the Grantee’s country.  The Grantee understands that the  Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the  Grantee’s local human resources representative.  The Grantee authorizes the Company and any other possible  recipients which may assist the Company (presently or in the future) with implementing, administering and  managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole  purpose of implementing, administering and managing the Grantee’s participation in the Plan.  The Grantee  understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s  participation in the Plan.  The Grantee understands that the Grantee may, at any time, view Data, request additional  information about the storage and processing of Data, require any necessary amendments to Data or refuse or  withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources  representative.  The Grantee understands, however, that refusal or withdrawal of consent may affect the Grantee’s  ability to participate in the Plan.  For more information on the consequences of the Grantee’s refusal to consent or  withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources  representative.           15.    Language.  If the Grantee has received this Agreement or any other document related to the Plan   translated into a language other than English and if the translated version is different than the English version, the   English version will control, unless otherwise prescribed by applicable law.           16.    Section 409A.  To the extent applicable, the provisions of this Agreement shall be interpreted and   construed in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended,   the regulations issued thereunder or any exception thereto (“Section 409A”).  Each payment under this Agreement is   intended to be exempt from Section 409A under the short-term deferral exception as specified in Treas. Reg. §   1.409A-l(b)(4).  Notwithstanding the foregoing, to the extent the Award (or any portion of the Award) is determined   to constitute deferred compensation and to be subject to Section 409A, (a) the Grantee shall only be deemed to have   terminated Continuous Service for purposes of the Award if the termination constitutes a “separation from service,”   as that term is used in Section 409A, and (b) to the extent any Shares would be issued with respect to any portion of   the Award due to the Grantee’s termination of Continuous Service, if the Grantee is deemed to be a “specified   employee” within the meaning of Section 409A(a)(2)(B)(i), no Shares shall be issued hereunder with respect to such   portion of the Award prior to the date that is six (6) months after the date of the Grantee’s termination of Continuous   Service or, if earlier, the Grantee’s date of death.  Immediately following any such six (6) month delay, all such   delayed Shares will be issued in a single lump sum.  The Company makes no representation that the Award will   comply with Section 409A and makes no undertaking to prevent Section 409A from applying to the Award or to   mitigate its effects on any deferrals or payments made in respect of the Award.                                                     7     





 






                                                                                 Exhibit 10.15   Effective as of the day and year first written above.                                                                       KNOLL, INC.                                                                                                                                      By:                                                                                           Name:                                                   Title:                                                                                                             GRANTEE:                                                                                                                                                                           Name:                                                 8