Form of Amended and Restated Knoll, Inc. 1999 Stock Incentive Plan.



 Exhibit 10.17 
  
 KNOLL, INC. 
 1999 STOCK INCENTIVE PLAN 
 (Amended and Restated as of December     , 2004) 
  
 ARTICLE I 
  
 Purpose 
  
 The Knoll, Inc. 1999 Stock Incentive Plan (the “Plan”) is intended
as an incentive to encourage stock ownership by officers, certain other key employees, directors and consultants of Knoll, Inc. (the “Company”) in order to increase their proprietary interest in the Company’s success and to encourage
them to remain in the employ of the Company. 
  
 The term
“Company,” when used in the Plan or a related Restricted Share agreement or option agreement with reference to eligibility and employment, shall include the Company and its subsidiaries. The word “subsidiary,” when used in the
Plan, shall mean any subsidiary of the Company within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”). 
  
 It is intended that certain options granted under this Plan will qualify as “incentive stock options” under Section 422 of the Code. 

 
 ARTICLE II 
  
 Administration 
  
 The Plan shall be administered by a Committee (the “Committee”)
appointed by the Board of Directors of the Company (the “Board”) and shall consist of not less than two members. During any such time that the Company is subject to Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange
Act”) each member of the Committee shall, unless otherwise determined by the Board, be a “Non-Employee Director” within the meaning of the rules promulgated under Section 16(b) and during any such time that the Company is subject to
Section 162(m) of the Code each member of the Committee shall, unless otherwise determined by the Board, be an “outside director” within the meaning of Section 162(m) of the Code. Subject to the provisions of the Plan, the Committee shall
have sole authority, in its absolute discretion: (a) to determine which individuals shall be granted shares of restricted stock (“Restricted Shares”) and which shall be granted options; (b) to make grants of Restricted Shares, incentive
stock options and nonqualified options to acquire Common Stock; (c) to determine the times when Restricted Shares and options shall be granted and the number of shares to be granted or optioned; (d) to determine the option price of the shares
subject to each option; (e) to determine the nature of any rights and restrictions to be imposed on Restricted Shares granted under the Plan; (f) to determine the time or times when each option becomes 







 exercisable, the duration of the exercise period and any other restrictions on the exercise of options issued hereunder;
(g) to determine the time or times at which options shall be repriced and the terms and conditions of such repriced options; (h) to prescribe the form or forms of agreements for Restricted Shares granted under the Plan and the form or forms of the
option agreements for options granted under the Plan (which forms shall be consistent with the terms of the Plan but need not be identical); (i) to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the
administration of the Plan; (j) to construe and interpret the Plan, the rules and regulations, the Restricted Share agreements and the option agreements under the Plan and to make all other determinations deemed necessary or advisable for the
administration of the Plan; and (k) to make determinations as to any other awards to be made under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all grantees and optionees. 
  
 ARTICLE III 
  
 Stock 
  
 The stock to be granted or optioned under the Plan shall be shares of
authorized but unissued Common Stock of the Company, par value $.01 per share, or previously issued shares of Common Stock reacquired by the Company (the “Stock”). Under the Plan, the total number of shares of Stock which may be granted or
purchased pursuant to options granted hereunder shall not exceed, in the aggregate, 8,994,844 (as adjusted for the February 6, 2001 and October 15, 2004 capital adjustments and the [pre IPO 2-for-1 stock split]) shares, except as such number of
shares shall be adjusted in accordance with the provisions of ARTICLE XII hereof. 
  
 The number of shares of Stock available for issuance or grant of options under the Plan shall be decreased by the sum of (i) the number of Restricted Shares which are granted and then outstanding, (ii) the number of
shares with respect to which options have been issued and are then unexercised and outstanding, (iii) the number of shares issued upon exercise of options, and (iv) the number of shares subject to other then outstanding awards and the number of
shares issued upon the exercise of other awards (except for such awards satisfied or to be satisfied in cash). In the event that any Restricted Shares are forfeited or that any outstanding option or other award under the Plan for any reason expires,
is forfeited, is terminated or is canceled without exercise prior to the end of the period during which options may be granted, the Restricted Shares so forfeited and the shares of Stock called for by the unexercised portion of such option or other
award shall again be available for grant or issuance under the Plan. 
  
 ARTICLE IV 
  
 Eligibility of
Participants 
  
 Subject to ARTICLE IX in the case of
incentive stock options, officers and other key employees of the Company shall be eligible to receive Restricted Shares, other awards and options under the Plan. In addition, Restricted Shares, other awards and options which are not incentive

  

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 stock options may be granted to directors, consultants (including employees of consultants) or other key persons who the
Committee determines shall receive such awards under the Plan. Notwithstanding anything to the contrary herein, during any time that the Company is subject to Section 162(m) of the Code, the maximum number of shares of Stock with respect to which
options and stock appreciation rights (to the extent granted as an award under the plan) may be granted to any individual in any one year shall not exceed the maximum number of shares of Stock available for issue hereunder, as such number may change
from time to time. 
  
 As of any grant date which is during any
time that the Stock is neither publicly traded nor quoted on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) National Market System (“NMS”) or listed on one or more national securities
exchanges or other electronic securities exchanges, it shall be a condition to the grant of Restricted Shares or Stock upon the exercise of options under the Plan that the grantee or optionee execute a Joinder Agreement in the form attached to the
Knoll, Inc. Stockholders Agreement (Common Stock under Stock Incentive Plan) (the “Stockholders Agreement”) agreeing to be bound by the terms of such Agreement. 
  
 ARTICLE V 
  
 Fair Market Value 
  
 “Fair Market Value Per Share” means, as of any date when the Stock is quoted on the NASDAQ NMS or listed on one or more national securities
exchanges, the closing price reported on NASDAQ-NMS or the principal national securities exchange on which such Stock is listed and traded on the date of determination. If the Stock is not quoted on NASDAQ-NMS or listed on an exchange, or
representative quotes are not otherwise available, the Fair Market Value Per Share shall mean the amount determined by the Board in good faith to be the fair market value per share of Stock. 
  
 ARTICLE VI 
  
 Terms and Conditions of Restricted Shares 
  
 Restricted Shares will become unrestricted and vest only in accordance with a
vesting period set by the Committee with respect to each grant of Restricted Shares (the “Restriction Period”). The Committee may provide in the Restricted Share Agreement for acceleration of the Restriction Period and accelerated vesting
upon termination of the grantee’s employment by reason of death or disability, or by the Company without Cause, or upon any other event for which the Committee determines, in its discretion, that such acceleration is appropriate. With respect
to each grant of Restricted Shares, “Cause” shall have the meaning given such term in a grantee’s Restricted Share Agreement. 
  

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 During the Restriction Period, Restricted Shares shall constitute issued and outstanding shares of Stock
for all corporate purposes but unless and until such Restricted Shares shall have become vested (i.e., the date at which such shares shall not be subject to forfeiture) (a) the Company shall retain custody of the stock certificate or certificates
representing such shares, (b) the Company will retain custody of all dividends and distributions (“Retained Distributions”) made or declared thereon (and such Retained Distributions shall be subject to the same restrictions, terms and
vesting and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such
Retained Distributions shall not bear interest or be segregated in a separate account; provided, however, that in the event such retained dividends or distributions are taxable to the grantee in the year of payment, notwithstanding their failure to
have become vested by the date of payment, the Company shall arrange for the release to the grantee of such part of the retained dividends or distributions as are sufficient to cover the taxes payable by the grantee with respect thereto; (c) the
grantee of such Restricted Shares shall not be entitled to vote such shares, and (d) except as otherwise permitted by the Stockholders Agreement, the grantee of such Restricted Shares may not, whether voluntarily or involuntarily, sell, assign,
transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions thereon or his interest in any of them (it being understood that, except to the extent so permitted, any sale, assignment, transfer, pledge,
exchange, or disposition (i) before the shares shall have become vested shall be null and void and of no effect and (ii) after the shares shall have become vested shall only be as permitted under the terms of the Stockholders Agreement). Except as
set forth in any applicable Restricted Share Agreement, any Restricted Shares which have not vested as of, or by reason of, a grantee’s termination of employment shall be immediately forfeited to the Company and the grantee and any permitted
transferee shall have no further rights in respect of such forfeited shares. 
  
 With respect to Restricted Shares which have become vested pursuant to the provisions of the Restricted Share Agreement, the Company shall promptly deliver the Stock certificate or certificates representing such
shares to the grantee, registered in the name of the grantee. The Company may endorse such legends on such certificates as may be required by law or under the terms of the Plan, the Restricted Share Agreement or the Stockholders Agreement.

  
 ARTICLE VII 
  
 Option Exercise Price 
  
 The option price per share of Stock for each option shall be set by the
Committee at the time of grant, subject to the ability of the Committee to reprice options pursuant to ARTICLE VIII; provided, however, that the option price per share of Stock for incentive stock options, subject to ARTICLE IX, shall not be less
than the Fair Market Value Per Share at the time the option was granted. 
  

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 ARTICLE VIII 
  
 Exercise and Terms of Options 
  
 The Committee shall determine the dates after which options may be exercised, in whole or in part. If an option is
exercisable in installments, installments or portions thereof which are exercisable and not exercised shall remain exercisable. 
  
 Any other provision of the Plan to the contrary notwithstanding, but subject to ARTICLE IX in the case of incentive stock options, no option shall be
exercised after the date ten years from the date of grant of such option (the “Termination Date”). 
  
 Options shall become exercisable only in accordance with the exercise schedule set forth in the option agreement entered into with respect to each grant
of options (the “Option Agreement”). The Committee may provide in the Option Agreement for acceleration of exercisability upon termination of the optionee’s employment by reason of death, disability, or by the Company without Cause,
or upon any other event for which the Committee determines, in its discretion, that such acceleration is appropriate, including a change in control of the Company. With respect to each grant of options, “Cause” shall have the meaning given
such term in the optionee’s Option Agreement. 
  
 Notwithstanding the foregoing provisions of this ARTICLE VIII or the terms of any option agreement, the Committee may in its sole discretion (i) accelerate the exercisability of any option granted hereunder and (ii) reprice any option to a
lower exercise price. Any such acceleration shall not affect the terms and conditions of any such option other than with respect to exercisability. 
  
 ARTICLE IX 
  
 Special Provisions Applicable 
 to Incentive Stock Options Only

  
 To the extent the aggregate Fair Market Value Per Share
(determined as of the time the option is granted in accordance with Article V) with respect to which any options granted hereunder which are intended to be incentive stock options may be exercisable for the first time by the optionee in any calendar
year (under this Plan or any other stock option plan of the Company or any parent or subsidiary thereof) exceeds $100,000, such options shall not be considered incentive stock options but rather shall be nonqualified options. 
  
 No incentive stock option may be granted to an individual who, at the time
the option is granted, owns directly, or indirectly within the meaning of Section 424(d) of the Code, stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary
thereof, unless such option (i) has an option price of at least 110 percent of the Fair Market Value Per Share on the date of the grant of such option; and (ii) cannot be exercised more than five years after the date it is granted. 
  

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 Each optionee who receives an incentive stock option must agree to notify the Company in writing
immediately after the optionee makes a disqualifying disposition of any Stock acquired pursuant to the exercise of an incentive stock option. A disqualifying disposition is any disposition (including any sale) of such Stock made within the period
which is (a) two years after the date the optionee was granted the incentive stock option or (b) one year after the date the optionee acquired Stock by exercising the incentive stock option. 
  
 ARTICLE X 
  
 Payment for Shares 
  
 Payment for shares of Stock purchased under an option granted hereunder shall
be made in full upon exercise of the option, by certified or bank cashier’s check payable to the order of the Company or by any other means acceptable to the Company. The Committee, in its discretion, may allow an optionee to pay such exercise
price by having the Company withhold shares of Stock being purchased having an aggregate Fair Market Value Per Share equal to the amount of such exercise price. 
  

ARTICLE XI 
  
 Non-Transferability of Option Rights 
  
 No option shall be transferable except by will or the laws of descent and distribution. During the lifetime of the optionee, the option shall be
exercisable only by him. The Committee may, however, in its sole discretion, allow for transfer of options which are not incentive stock options to other persons or entities, subject to such conditions or limitations as it may establish. 

 
 ARTICLE XII 
  
 Adjustment for Recapitalization, Merger, etc. 
  
 The aggregate number of shares of Stock which may be granted or purchased
pursuant to options and other awards granted hereunder, the number of shares of Stock which may be subject to options and stock appreciation rights granted to any one person in any one year, the number of shares of Stock covered by each outstanding
option and other award and the price per share thereof in each such option shall be appropriately adjusted for any increase or decrease in the number of outstanding shares of stock resulting from a stock split or other subdivision or consolidation
of shares of Stock or for other capital adjustments or payments of stock dividends or distributions or other increases or decreases in the outstanding shares of Stock without receipt of consideration by the Company. Any adjustment shall be
conclusively determined by the Committee. 
  

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 In the event of any change in the outstanding shares of Stock by reason of any recapitalization, merger,
consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends, the Committee shall make such substitution or adjustment, if any, as it deems to be
equitable, as to the number or kind of shares of Stock or other securities issued or reserved for issuance pursuant to the Plan, the number or kind of shares of Stock which may be subject to options and stock appreciation rights granted to any one
person in any one year, and the number or kind of shares of Stock or other securities covered by outstanding options and other awards, and the option price thereof. In instances where another corporation or other business entity is being acquired by
the Company, and the Company has assumed outstanding employee option grants and/or the obligation to make future or potential grants under a prior existing plan of the acquired entity, similar adjustments are permitted at the discretion of the
Committee. 
  
 The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined by the Committee in its sole discretion. Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to an option. 
  
 ARTICLE XIII 
  
 No Obligation to Exercise Option 
  
 The granting of an option shall impose no obligation on the recipient to
exercise such option. 
  
 ARTICLE XIV 
  
 Use of Proceeds 
  
 The proceeds received from the sale of Stock pursuant to the Plan shall be
used for general corporate purposes. 
  
 ARTICLE XV

  
 Rights as a Stockholder 
  
 An optionee or a transferee of an option shall have no rights as a
stockholder with respect to any share covered by his option until he shall have become the holder of record of such share, and he shall not be entitled to any dividends or distributions or other rights in respect of such share for which the record
date is prior to the date on which he shall have become the holder of record thereof. 
  

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 Notwithstanding anything herein to the contrary, the Committee, in its sole discretion, may restrict the
transferability of all or any number of shares issued under the Plan upon the exercise of an option by legending the stock certificate as it deems appropriate. 
  

ARTICLE XVI 
  
 Employment Rights 
  
 Nothing in the Plan or in any agreement related to options or Restricted Shares granted hereunder shall confer on any optionee or grantee any right to continue in the employ of the Company or any of its subsidiaries,
or to be evidence of any agreement or understanding, express or implied, that the Company or any if its subsidiaries will employ the optionee or grantee in any particular position or at any particular rate of remuneration, or for any particular
period of time, or to interfere in any way with the right of the Company or any of its subsidiaries to terminate the optionee’s employment at any time. 
  
 ARTICLE XVII 
  
 Compliance with the Law 
  
 The Company is relieved from any liability for the nonissuance or non-transfer or any delay in issuance or transfer of any shares of Stock subject to options under the Plan which results from the inability of the
Company to obtain or any delay in obtaining from any regulatory body having jurisdiction, all requisite authority to issue or transfer shares of Stock of the Company either upon exercise of the options under the Plan or shares of Stock issued as a
result of such exercise, if counsel for the Company deems such authority necessary for lawful issuance or transfer of any such shares. Appropriate legends may be placed on the stock certificates evidencing shares issued upon exercise of options to
reflect such transfer restrictions. 
  
 Each option granted under
the Plan is subject to the requirement that if at any time the Committee determines, in its discretion, that the listing, registration or qualification of shares of Stock issuable upon exercise of options is required by any securities exchange or
under any state or Federal law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of options or the issuance of shares of Stock, no shares of Stock shall
be issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions or with such conditions as are acceptable to the Committee. Notwithstanding any terms or
conditions of any award to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock or other security pursuant to an award under the Plan unless
such shares or other securities have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received advice of counsel, satisfactory to the Company, that such shares or
securities may be offered or sold without such registration pursuant to an available exemption 
  

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 therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no
obligation to register for sale under the Securities Act any of the shares of Stock or other securities to be offered or sold under the Plan. If the shares of Stock or other securities offered for sale or sold under the Plan are offered or sold
pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable or to ensure the
availability of any such exemption. 
  
 ARTICLE XVIII

  
 Cancellation of Options 
  
 The Committee, in its discretion, may, with the consent of any optionee,
cancel any outstanding option hereunder. 
  
 ARTICLE XIX

  
 Effective Date and Expiration Date of Plan

  
 The Plan is effective as of November 4, 1999, the date of
adoption of the Plan by the Board, subject to approval by the stockholders of the Company in a manner which complies with Section 422(b)(1) of the Code and the Treasury Regulations thereunder. The expiration date of the Plan, after which no option
may be granted hereunder, shall be November 4, 2009. 
  

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 ARTICLE XX 
  
 Amendment or Discontinuance of Plan 
  
 The Board may, without the consent of the Company’s stockholders or optionees under the Plan, at any time terminate the
Plan entirely and at any time or from time to time amend or modify the Plan, provided that no such action shall adversely affect Restricted Shares or options theretofore granted hereunder without the grantee’s or optionee’s consent.

  
 ARTICLE XXI 
  
 Repurchase of Options 
  
 In granting options hereunder, the Committee may in its discretion, and on
terms it considers appropriate, require an optionee, or the executors or administrators of an optionee’s estate, to sell back to the Company such options in the event such optionee’s employment with the Company is terminated. 

 
 ARTICLE XXII 
  
 Miscellaneous 
  
 (a) Grants of options and Restricted Shares shall be evidenced by agreements
(which need not be identical) in such forms as the Committee may from time to time approve. Such agreements shall conform to the terms and conditions of the Plan and may provide that the grant of any Restricted Share or option under the Plan and
Stock acquired upon the exercise of options shall also be subject to such other conditions (whether or not applicable to any other grantee or optionee) as the Committee determines appropriate, including, without limitation, provisions to assist the
Optionee in financing the purchase of Stock through the exercise of options, provisions for the forfeiture of, or restrictions on, resale or other disposition of shares under the Plan, provisions giving the Company the right to repurchase shares
acquired under the Plan in the event the participant elects to dispose of such shares, and provisions to comply with Federal and state securities laws and Federal and state income tax withholding requirements. 
  
 (b) At such time that the delivery of shares of Stock to a grantee or
optionee becomes subject to tax withholding requirements, the Company may require that the grantee or optionee pay to the Company such amount as the Company deems necessary to satisfy its obligation to withhold Federal, state or local income or
other taxes. The Committee, in its 
  

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 discretion, may allow the grantee or optionee to pay such amount by having the Company withhold shares of Stock which
would otherwise be delivered to such grantee or optionee having an aggregate fair market value equal to such amount. 
  
 (c) If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse,
child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge
of the liability of the Committee and the Company therefor. 
  
 (d) No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good
faith, and the Company shall indemnify and hold harmless each member of the Committee 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 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 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. 
  
 (e) The Plan shall be governed by and construed in accordance with the
internal laws of the State of Delaware without reference to the principles of conflicts of law thereof. 
  
 (f) No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any
assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained
or administered fund for such purposes. Optionees shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance
of services, they shall have the same rights as other employees under general law. 
  
 (g) Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed 
  

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 to act in good faith, upon any report made by the independent public accountant of the Company and upon any other
information furnished in connection with the Plan by any person or persons other than such member. 
  
 (h) Except as otherwise specifically provided in the relevant plan document, no payment under the Plan shall be taken into account in determining any
benefits under any pension, retirement, profit-sharing, group insurance or other benefit plan of the Company. 
  
 (i) The expenses of administering the Plan shall be borne by the Company. 
  
 (j) Masculine pronouns and other words of masculine gender shall refer to both men and women. 
  
 ARTICLE XXIII 
  
 Other Awards 
  
 The Committee may grant any other cash, stock or stock-related awards to any
eligible individual under this Plan that the Committee deems appropriate, including, but not limited to, stock appreciation rights, limited stock appreciation rights, phantom stock awards, the bargain purchase of Stock and stock bonuses. Any such
benefits and any related agreements shall contain such terms and conditions as the Committee deems appropriate. Such awards and agreements need not be identical. With respect to any benefit under which shares of Stock are or may in the future be
issued (other than shares issued from the Company’s treasury) for consideration other than prior services, the amount of such consideration shall not be less than the amount (such as the par value of such shares) required to be received by the
Company in order to comply with applicable state law. 
  
 Shares
of Stock may also be used to satisfy obligations of the Company to deliver shares of Stock (whether or not restricted) under other compensation and benefit plans heretofore or hereafter established by the Company. 
  
 * * * 
  
 As adopted by the Board of Directors of Knoll, Inc. as of November 4, 1999 and restated as of June 7, 2004 and amended and restated as of
December     , 2004 
  

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