KNOLL INC (Form: 10-K, Received: 02/26/2019 17:12:18)

Twelve Months Ended December 31, 2018

Net Income (loss) attributable to Knoll, Inc. stockholders

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

Exhibit 10.17 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE KNOLL, INC. 2018 STOCK INCENTIVE PLAN THIS AGREEMENT (the “Agreement”) is made effective as of the day of, 20__ (the “Grant Date”), between Knoll, Inc., a Delaware corporation (the “Company”), and _____________ (the “Optionee”). 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 Optionee an Option 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 hereby agree as follows: 1. Grant of Option and Option Term. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Optionee a Nonqualified Stock Option (the “Option”) to purchase from the Company, at a price of $[xx.xx] per share, an aggregate of ______ shares of Stock. The Award Date of the Option is _______, 20__. The term of the Option shall begin on the Award Date and shall end on the __ year anniversary of the Award Date, or such earlier date as set forth in 3 hereof or pursuant to the Plan (the “Option Term”). The Optionee expressly acknowledges receipt of a copy of the Plan and agrees to be bound by all of the provisions of the Plan. 2. Vesting Schedule. Subject to compliance with the terms and conditions set forth herein and in the Plan, the Optionee may exercise the Option during the Option Term to the extent the Option has vested. The Option shall vest pursuant to the following schedule, subject to the Optionee’s Continuous Service through the applicable vesting date:_______________. Section 14.6 of the Plan (or a successor provision) 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 below. 3. Termination of Continuous Service. A. If, during the Option Term, the Optionee’s Continuous Service is terminated by the Company by reason of the Optionee’s Disability, the Option shall remain exercisable until the earlier of the last day of the Option Term and one year after the date Continuous Service ends, to the extent the Option was vested on the date Continuous Service ends. B. If, during the Option Term, the Optionee’s Continuous Service ends by reason of death, or the Optionee shall die while entitled to exercise any of the Option pursuant to paragraph 3(A) or the second sentence of paragraph 3(C), the executor or administrator of the estate of the Optionee or the person or persons to whom the Option shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution shall have the right, until the earlier of the last day of the Option Term and one year after the date of death, to exercise the Option to the extent that the Optionee was vested on the date of death. C. If, during the Option Term, the Optionee terminates the Optionee’s Continuous Service for reasons other than death, or Disability, or if the Company terminates the Optionee’s Continuous Service without cause (as hereinafter defined), the Option, to the extent vested on the date Continuous Service ends, shall continue to be exercisable until the earlier of the last day of the Option Term and ninety (90) days after the date Continuous Service ends. D. If, during the Option Term, the Optionee’s Continuous Service is terminated for cause, the Option, whether or not vested, shall be canceled automatically when the Optionee’s Continuous Service ends. For purposes of the Option and Section 14.6 of the Plan (or a successor provision), “cause” shall mean cause as defined in any employment agreement between the Optionee and the Company or any Subsidiary or, in the absence of any such definition, means (i) the substantial and continued failure of the Optionee to perform material duties reasonably required of the Optionee by the Company or any Subsidiary or the Board (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 (i)) 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 Optionee specifying in reasonable detail the circumstances constituting such substantial and continued failure, (ii) conduct by the Optionee 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 Optionee within 30 days of the Optionee’s receipt of such notice, (iii) any act of fraud, embezzlement or misappropriation by the Optionee against the Company or any Subsidiary, (iv) the conviction of the Optionee of a felony (or the equivalent under applicable 1

law) or plea by the Optionee of guilty or “nolo contendere” to the charge of a felony (or equivalent under applicable law), or (v) in the case of a Optionee who is a director of the Company, removal of the Optionee 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. E. Automatically and immediately upon expiration of any exercise period described in this Section 3, the Option shall automatically be cancelled together with all of the Optionee’s rights hereunder to the extent not previously exercised. Except as otherwise provided in the Plan, an employment, severance or similar agreement, or as otherwise determined by the Committee, all vesting with respect to the Option shall cease when the Optionee’s Continuous Service ends and the Option, to the extent then unvested, shall automatically and immediately be cancelled together with all of the Optionee’s rights hereunder. 4. Method of Exercising Option. The Option may be exercised in whole or in part, to the extent vested, in accordance with the Plan and such policies and procedures as the Company may prescribe. Payment of the exercise price may be made by any method specified in Section 7.1(d) (or a successor provision) of the Plan, including by way of cashless net-exercise, whereby the Company withholds from the Shares otherwise issuable upon exercise of the Option, that number of Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price due upon exercise. Notwithstanding anything herein to the contrary, the Company shall not directly or indirectly extend or maintain credit, or arrange for the extension of credit, in the form of a personal loan to or for any director or executive officer of the Company hereunder in violation of Section 402 of the Sarbanes-Oxley Act of 2002. 5. Tax Withholding. The Company or a Subsidiary thereof shall have the right and power to deduct or withhold, or require the Optionee to remit in cash or cash equivalents to the Company or any Subsidiary, all federal, state or local or foreign taxes or other obligations required by law to be withheld with respect thereto with respect to the Option. The Optionee 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 that would otherwise be issued upon exercise of the Option. 6. Successors. Whenever the word “Optionee” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, the word “Optionee” shall be deemed to include such person or persons. 7. Non-Transferability. The Option is not transferable by the Optionee other than by will or the laws of descent and distribution and are exercisable during the Optionee’s lifetime only by Optionee. No assignment or transfer of the Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option shall terminate and become of no further effect. 8. Non-Qualified Option. The Option is not intended to be incentive stock options within the meaning of Section 422 of the Code. 9. Binding Effect. Subject to Section 7 hereof, this Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto. 10. Rights as Stockholder. The Optionee or a transferee of the Option shall have no rights as a stockholder with respect to any Share covered by the Option until Optionee shall have become the holder of record of such Share, and no adjustment shall be made for ordinary dividends or distributions or other rights in respect of such Share for which the record date is prior to the date upon which Optionee shall become the holder of record thereof. 11. No Right to Continuous Service. The establishment of the Plan and the grant of the Option hereunder shall not be construed as granting to the Optionee 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 Optionee’s Continuous Service at any time for any reason whatsoever, with or without cause. 12. 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 Option may be allocated or delegated, against any cost or expense 2

(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 Option 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. 13. Headings. Headings are for the convenience of the parties and are not deemed to be a part of this Agreement. 14. 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. 15. Nature of Award. In accepting the Option, the Optionee 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 Options, or benefits in lieu of Options, even if Options 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 Optionee’s participation in the Plan is voluntary; E. the Option 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 Optionee is not an employee of the Company or any Subsidiary, the Award and the Optionee’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 Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares acquired upon exercise of the Option, resulting from termination of the Optionee’s Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Option, the Optionee 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 Optionee 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 Optionee’s Continuous Service (whether or not in breach of local labor laws), the Optionee’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 Optionee is no longer providing Continuous 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 Optionee’s Continuous Service (whether or not in breach of local labor laws), the Committee shall have the exclusive discretion to determine when the Optionee is no longer providing Continuous Services for purposes of this Option; J. the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan or the Optionee’s acquisition or sale of the underlying Shares; and K. the Optionee is hereby advised to consult with the Optionee’s own personal tax, legal and financial advisers regarding the Optionee’s participation in the Plan before taking any action related to the Plan. 3

16. Data Privacy. A. The Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this Agreement by and among, as applicable, the Optionee’s employer, the Company and any Subsidiary for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan. B. The Optionee understands that the Company and the Optionee’s employer may hold certain personal information about the Optionee, including, but not limited to, the Optionee’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in the Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”). C. The Optionee understands that Data will be transferred to any third party assisting the Company with the implementation, administration and management of the Plan. The Optionee understands that the recipients of the Data may be located in the Optionee’s country, or elsewhere, and that the recipients’ country may have different data privacy laws and protections than the Optionee’s country. The Optionee understands that the Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting the Optionee’s local human resources representative. The Optionee 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 Optionee’s participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands that the Optionee 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 Optionee’s local human resources representative. The Optionee understands, however, that refusal or withdrawal of consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that the Optionee may contact the Optionee’s local human resources representative. 17. Language. If the Optionee 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. 18. Section 409A. To the extent applicable, the provisions of this Agreement shall be interpreted and construed in a manner intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, the regulations issued thereunder (“Section 409A”). The Company makes no representation that the Option will be exempt from Section 409A and makes no undertaking to prevent Section 409A from applying to the Option or to mitigate its effects on any deferrals or payments made in respect of the Option. 19. Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware, United States of America, without reference to the principles of conflicts of law thereof. The parties hereto agree that any action arising out of or relating to this Agreement must be brought in the United States District Court of Delaware. Alternatively, provided only that the United States District Court for Delaware is deemed to lack subject-matter jurisdiction, the parties consent and agree that any such matter provided for in this sub-paragraph shall be brought in Delaware State court. All parties hereto expressly agree and consent to the exclusive jurisdiction of the Delaware courts (i.e., Delaware Federal and Delaware State Courts, respectively). 4

Effective as of the day and year first written above. KNOLL, INC. By: Name: Title: OPTIONEE: Name: 5



ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to



Title of each class		Name of exchange on which registered
Common Stock, par value $0.01 per share		New York Stock Exchange



Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o



Item		Page

PART I

1.	Business	3
1A.	Risk Factors	12
1B.	Unresolved Staff Comments	21
2.	Properties	21
3.	Legal Proceedings	22
4.	Mine Safety Disclosures	22

PART II

5.	Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
6.	Selected Financial Data	25
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
7A.	Quantitative and Qualitative Disclosures about Market Risk	39
8.	Financial Statements and Supplementary Data	40
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	80
9A.	Controls and Procedures	80
9B.	Other Information	82

PART III

10.	Directors, Executive Officers and Corporate Governance	82
11.	Executive Compensation	82
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	82
13.	Certain Relationships and Related Transactions, and Director Independence	82
14.	Principal Accounting Fees and Services	82

PART IV

15.	Exhibits and Financial Statement Schedules	83
16.	Form 10-K Summary	86

Signatures		87



Owned Locations	Square Footage (in thousands)	Use	Reportable Segment
East Greenville, Pennsylvania	735	Corporate Headquarters, Manufacturing, Warehouses, and Administration	Office and Lifestyle
Grand Rapids, Michigan	607	Manufacturing, Distribution, and Administration	Office
Toronto, Canada	386	Manufacturing, Distribution, Warehouses, and Administration	Office
Muskegon, Michigan	367	Manufacturing and Administration	Office
Foligno, Italy	259	Manufacturing, Distribution, Warehouses, and Administration	Office and Lifestyle
Graffignana, Italy	108	Manufacturing, Distribution, Warehouses, and Administration	Office
Paris, France	7	Sales Offices	Office and Lifestyle



Delaware (State or other jurisdiction of incorporation or organization)		13-3873847 (I.R.S. Employer Identification Number)


•	Unforeseen difficulties, costs or complications in integrating the companies' operations, which could lead to us not achieving the synergies we anticipate;


•	Resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures;


•	actual or anticipated fluctuations in our operating results or future prospects, including actual or perceived fluctuations in the demand for our products;


•	conditions of our industry as a result of changes in financial markets or general economic conditions, including those resulting from war, incidents of terrorism and responses to such events;


•	changes in stock market analyst recommendations or earnings estimates regarding our common stock, other comparable companies or our industry generally.



Leased Locations	Square Footage (in thousands)	Use	Reportable Segment
Miscellaneous Showrooms	424	Sales Offices	Office and Lifestyle
Allentown, Pennsylvania	290	Warehouse, Distribution	Office and Lifestyle
LeGrange Highlands, Illinois	210	Warehouse, Distribution (Holly Hunt Enterprises	Lifestyle
Toronto, Canada	180	Manufacturing, Warehouses, Distribution and Administration	Office
Ringsted, Sjaelland	150	Warehouse, Distribution (Muuto, Inc.)	Lifestyle
Muskegon, Michigan	105	Manufacturing	Office
Buffalo, New York	89	Manufacturing and Administration (DatesWeiser)	Lifestyle
New Milford, Connecticut	55	Manufacturing and Administration (Edelman Leather)	Lifestyle
Getzville, New York	45	Manufacturing and Administration (Spinneybeck)	Lifestyle
Knoll, Europe—various locations	41	Sales Offices, Administration, and Warehouses	Lifestyle
East Greenville, Pennsylvania	40	Warehouses, Distribution	Office and Lifestyle
Chicago, Illinois	34	Warehouse, Distribution (Holly Hunt Enterprises)	Lifestyle
Dallas, Texas	30	Warehouse, Distribution (Holly Hunt Enterprises)	Lifestyle
Chicago, Illinois	26	Administration (Holly Hunt Enterprises)	Lifestyle
Copenhagen, Hovenstaden	17	Administration (Muuto, Inc.)	Lifestyle
Clifton, New Jersey	13	Warehouse, Distribution (Holly Hunt Enterprises)	Lifestyle



	12/13	12/14	12/15	12/16	12/17	12/18
Knoll, Inc.	100.00	155.54	141.44	215.52	183.01	134.76
S&P 500	100.00	117.27	123.37	128.93	159.40	171.11
Peer Group	100.00	189.67	170.15	224.32	232.10	193.60



Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1)
October 1, 2018 - October 31, 2018	—	⁽²⁾	$	—	—	$	32,352,413
November 1, 2018 - November 30, 2018	911		$	23.48	—	$	32,352,413
December 1, 2018 - December 31, 2018					—	$	32,352,413
Total	911				—



	Consolidated Statements of Operations and Comprehensive Income Data
	Years Ended December 31,
	(dollars in thousands, except per share data)
	2014		2015		2016		2017		2018
Sales	$	1,050,294	$	1,104,442	$	1,164,292	$	1,132,892	$	1,302,272
Net earnings	$	46,585	$	65,948	$	82,114	$	80,192	$	73,255
Net earnings attributable to Knoll, Inc. stockholders	$	46,585	$	65,963	$	82,084	$	80,163	$	73,248
Per Share Data:
Earnings per share:
Basic	$	0.98	$	1.38	$	1.71	$	1.66	$	1.51
Diluted	$	0.97	$	1.36	$	1.68	$	1.63	$	1.49
Cash dividends declared per share:	$	0.48	$	0.51	$	0.60	$	0.60	$	0.60



	Consolidated Balance Sheet Data:
	As of December 31,
	2014		2015		2016		2017		2018
	(in thousands)
Working capital	$	80,045	$	92,732	$	54,435	$	55,190	$	58,837
Total assets	868,943		853,803		858,613		861,041		1,226,949
Total long-term debt, including current portion	258,000		219,718		218,383		191,048		461,083
Total liabilities	665,725		598,329		549,144		502,312		840,439
Total equity	213,218		255,474		309,469		358,729		386,510



	Year Ended December 31,						2018 vs. 2017
	2018			2017			$ Change			% Change
	(Dollar in thousands)
Net Sales	$	1,302,272		$	1,132,892		$	169,380		15.0	%
Gross profit	481,524			414,579			66,945			16.1	%
Operating profit	115,193			80,537			34,656			43.0	%
Pension settlement charge	5,735			2,162			3,573			165.3	%
Interest expense	20,911			7,483			13,428			179.4	%
Other expense (income), net	(9,604		)	(7,700		)	(1,904		)	24.7	%
Income tax expense	24,896			(1,600		)	26,496			(1,656.0	)%
Net earnings	73,255			80,192			(6,937		)	(8.7	)%
Net earnings attributable to Knoll, Inc. stockholders	73,248			80,163			(6,915		)	(8.6	)%
Net earnings per common share attributable to Knoll, Inc. stockholders:
Basic	$	1.51		$	1.66		$	(0.15	)	(9.0	)%
Diluted	$	1.49		$	1.63		$	(0.14	)	(8.6	)%
Statistical Data
Gross profit %	37.0		%	36.6		%
Operating profit %	8.8		%	7.1		%



	Year Ended December 31,						2017 vs. 2016
	2017			2016			$ Change			% Change
	(Dollar in thousands)
Sales	$	1,132,892		$	1,164,292		$	(31,400	)	(2.7	)%
Gross profit	414,579			445,976			(31,397		)	(7.0	)%
Operating profit	80,537			130,508			(49,971		)	(38.3	)%
Pension settlement charge	2,162			—			2,162			100.0	%
Interest expense	7,483			5,405			2,078			38.4	%
Other income, net	(7,700		)	(2,435		)	(5,265		)	216.2	%
Income tax expense	(1,600		)	45,424			(47,024		)	(103.5	)%
Net earnings	80,192			82,114			(1,922		)	(2.3	)%
Net earnings attributable to Knoll, Inc. stockholders	80,163			82,084			(1,921		)	(2.3	)%
Net earnings per common share attributable to Knoll, Inc. stockholders:
Basic	$	1.66		$	1.71		$	(0.05	)	(2.9	)%
Diluted	$	1.63		$	1.68		$	(0.05	)	(3.0	)%
Statistical Data
Gross profit %	36.6		%	38.3		%
Operating profit %	7.1		%	11.2		%



	Year Ended December 31,						2018 vs. 2017
	2018			2017			$ Change			% Change
	(Dollar in thousands)
SALES
Office	$	782,020		$	722,984		$	59,036		8.2	%
Lifestyle	520,252			409,908			110,344			26.9	%
Corporate	—			—			—			—	%
Knoll, Inc.	$	1,302,272		$	1,132,892		$	169,380		15.0	%
OPERATING PROFIT
Office	$	50,382		$	28,233		$	22,149		78.5	%
Lifestyle	89,097			76,406			12,691			16.6	%
Corporate	(24,286		)	(24,102		)	(184		)	15.1	%
Knoll, Inc. ⁽¹⁾	$	115,193		$	80,537		$	34,656		43.0	%



	United States		Canada		Europe		Other		Consolidated
2018
Sales	$	1,066,810	$	37,299	$	197,401	$	762	$	1,302,272
Property, plant, and equipment, net	172,653		26,876		15,424		—		214,953
2017
Sales	$	977,669	$	52,894	$	100,233	$	2,096	$	1,132,892
Property, plant, and equipment, net	157,805		29,307		13,518		—		200,630
2016
Sales	$	1,031,920	$	36,813	$	93,420	$	2,139	$	1,164,292
Property, plant, and equipment, net	157,856		26,452		12,776		—		197,084



	Payments Due by Period
	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Long-term debt (a)	$	26,162	$	67,869	$	434,930	$	—	$	528,961
Operating leases	26,427		42,940		32,287		38,778		140,432
Purchase commitments	4,287		1,923		1,587		108		7,905
Pension and other post-employment benefit plan obligations (b)	301		—		—		—		301
Other liabilities (c)	750		—		—		—		750
Total *	$	57,927	$	112,732	$	468,804	$	38,886	$	678,349



	December 31, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	1,560		$	2,203
Customer receivables, net of allowance for doubtful accounts of $3,724 and $4,039, respectively	120,157			86,687
Inventories	170,549			144,945
Prepaid expenses	25,624			29,272
Other current assets	13,725			15,163
Total current assets	331,615			278,270
Property, plant, and equipment, net	214,953			200,630
Goodwill	320,759			142,113
Intangible assets, net	353,946			238,581
Pension asset	4,245			—
Other noncurrent assets	1,431			1,447
Total Assets	$	1,226,949		$	861,041
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	17,185		$	10,000
Accounts payable	126,748			108,922
Other current liabilities	128,845			104,158
Total current liabilities	272,778			223,080
Long-term debt	443,898			181,048
Deferred income taxes	86,497			54,671
Post-employment benefits other than pensions	3,301			3,575
Pension liability	13,930			21,671
Other noncurrent liabilities	20,035			18,267
Total liabilities	840,439			502,312
Commitments and contingent liabilities
Equity:
Common stock, $0.01 par value; 200,000,000 shares authorized; 65,778,891 shares issued and 49,431,178 shares outstanding (including 725,252 non-voting restricted shares and net of 16,347,713 treasury shares) at December 31, 2018 and 65,460,014 shares issued and 49,339,552 shares outstanding (including 841,610 non-voting restricted shares and net of 16,120,462 treasury shares) at December 31, 2017	494			493
Additional paid-in capital	58,770			54,455
Retained earnings	395,434			347,304
Accumulated other comprehensive loss	(68,394		)	(43,774		)
Total Knoll, Inc. stockholders' equity	386,304			358,478
Noncontrolling interests	206			251
Total equity	386,510			358,729
Total Liabilities and Equity	$	1,226,949		$	861,041



	Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Knoll, Inc. Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance at December 31, 2015	$	488		$	47,165		$	244,947		$	(37,318	)	$	255,282		$	192		$	255,474
Net earnings	—			—			82,084			—			82,084			30			82,114
Other comprehensive loss	—			—			—			(6,085		)	(6,085		)	—			(6,085		)
Shares issued for consideration:
Exercise of stock options	2			2,770			—			—			2,772			—			2,772
Shares issued under stock incentive plan	3			(3		)	—			—			—			—			—
Shares issued to Board of Directors in lieu of cash	—			75			—			—			75			—			75
Stock-based compensation	—			10,603			(134		)	—			10,469			—			10,469
Cash dividend ($0.60 per share)	—			—			(29,886		)	—			(29,886		)	—			(29,886		)
Purchase of common stock	(2		)	(5,462		)	—			—			(5,464		)	—			(5,464		)
Balance at December 31, 2016	$	491		$	55,148		$	297,011		$	(43,403	)	$	309,247		$	222		$	309,469
Net earnings	—			—			80,163			—			80,163			29			80,192
Other comprehensive loss	—			—			—			(371		)	(371		)	—			(371		)
Shares issued for consideration:
Exercise of stock options	—			472			—			—			472			—			472
Shares issued under stock incentive plan	7			(3		)	—			—			4			—			4
Shares issued to Board of Directors in lieu of cash	—			125			—			—			125			—			125
Stock-based compensation	(1		)	9,659			—			—			9,658			—			9,658
Cash dividend ($0.60 per share)	—			—			(29,870		)	—			(29,870		)	—			(29,870		)
Purchase of common stock	(4		)	(10,946		)	—			—			(10,950		)	—			(10,950		)
Balance at December 31, 2017	$	493		$	54,455		$	347,304		$	(43,774	)	$	358,478		$	251		$	358,729
Net earnings	—			—			73,248			—			73,248			7			73,255
Adoption of ASU 2018-02	—						4,761			(4,761		)	—						—
Other comprehensive loss	—			—			—			(19,859		)	(19,859		)	—			(19,859		)
Shares issued for consideration:
Shares issued under stock incentive plan	3			(1		)	—			—			2			—			2
Shares issued to Board of Directors in lieu of cash	—			62			—			—			62			—			62
Stock-based compensation	—			8,646			—			—			8,646			—			8,646
Cash dividend ($0.60 per share)	—			—			(29,879		)	—			(29,879		)	—			(29,879		)
Purchase of common stock	(2		)	(4,392		)	—			—			(4,394		)	—			(4,394		)
Other	—			—			—			—			—			(52		)	(52		)
Balance at December 31, 2018	$	494		$	58,770		$	395,434		$	(68,394	)	$	386,304		$	206		$	386,510



Category		Useful Life (in years)
Leasehold improvements ⁽¹⁾		Various
Buildings		45-60
Building improvements		10-20
Office equipment		3-10
Software		3-10
Machinery and equipment		4-12



Level 1		Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2		Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.

Level 3		Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.



	Twelve Months Ended December 31,
	2018		2017		2016
Office Segment
Office Systems	$	435,135	$	422,681	$	488,751
Seating	128,855		118,454		124,732
Files and Storage	91,537		90,362		85,696
Ancillary	92,372		59,487		38,150
Other	34,121		32,000		31,544
Total Office Segment	$	782,020	$	722,984	$	768,873
Lifestyle Segment
Studio	410,239		300,948		285,885
Coverings	110,013		108,960		109,534
Total Lifestyle Segment	$	520,252	$	409,908	$	395,419
Total Sales	$	1,302,272	$	1,132,892	$	1,164,292



	Amounts Recognized as of Acquisition Date
Cash	$	7,605
Customer receivables	8,617
Inventory	11,085
Other current assets	453
Property, plant, and equipment, net	1,266
Intangible assets	135,600
Other non-current assets	296
Total assets acquired	$	164,922
Accounts payable	3,418
Other current liabilities	10,591
Deferred income taxes	29,919
Total liabilities assumed	$	43,928
Net assets acquired	$	120,994

Purchase price	$	315,313
Less: Fair value of acquired identifiable assets and liabilities	120,994
Goodwill	$	194,319



	Fair Value as of January 25, 2018		Estimated Useful Life (in years)
Indefinite-lived intangible assets:
Trade name	$	66,000	Indefinite
Finite-lived intangible assets:
Wholesale customer relationships	35,800		15
Contract customer relationships	25,000		9
Copyrights & designs	7,500		7
Non-competition agreements	1,300		3
Total intangible assets	$	135,600



	December 31,
	2018		2017
Raw materials	$	65,185	$	58,725
Work-in-process	8,282		6,943
Finished goods	97,082		79,277
	$	170,549	$	144,945



	December 31, 2018							December 31, 2017
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Indefinite-lived intangible assets:
Tradenames	$	285,529	$	—		$	285,529	$	225,600	$	—		$	225,600
Finite-lived intangible assets:
Customer relationships	78,382		(18,418		)	59,964		22,497		(11,575		)	10,922
Copyrights & design	6,960		(999		)	5,961		—		—			—
Various	13,510		(11,018		)	2,492		12,088		(10,029		)	2,059
Total	$	384,381	$	(30,435	)	$	353,946	$	260,185	$	(21,604	)	$	238,581



	Estimated Amortization
2019	$	8,605
2020	8,466
2021	7,960
2022	7,635
2023	7,564



	Office Segment			Lifestyle Segment			Total
Balance as of December 31, 2016	$	35,701		$	105,690		$	141,391
Foreign currency translation adjustment	519			—			519
Purchase accounting adjustment	—			203			203
Balance as of December 31, 2017	36,220			105,893			142,113
Foreign currency translation adjustment	(597		)	(15,351		)	(15,948		)
Goodwill acquired	—			194,594			194,594
Balance as of December 31, 2018	$	35,623		$	285,136		$	320,759



	Future Minimum Rental Payments
2019	$	26,427
2020	23,805
2021	19,135
2022	17,224
2023	15,063
Subsequent years	38,778
Total minimum lease payments	$	140,432



	Pension Benefits						Other Benefits
	2018			2017			2018			2017
Change in projected benefit obligation:
Projected benefit obligation at beginning of the period	$	295,566		$	280,193		$	3,806		$	5,736
Expected administrative expenses	940			700			—			—
Interest cost	10,160			9,455			120			173
Plan amendments	—			—			—			(1,317		)
Participant contributions	—			—			209			206
Actuarial (gain) loss	(26,385		)	27,925			(43		)	(284		)
Benefits paid	(7,095		)	(7,617		)	(490		)	(708		)
Benefits paid related to settlement	(29,480		)	(11,969		)	—			—
Loss (gain) related to settlement	893			(472		)	—			—
Administrative expenses paid	(984		)	(2,649		)	—			—
Projected benefit obligation at end of the period	$	243,615		$	295,566		$	3,602		$	3,806
Accumulated benefit obligation at end of the period	$	243,615		$	295,566		$	—		$	—
Change in plan assets:
Fair value of plan assets at beginning of the period	$	273,895		$	263,027		$	—		$	—
Actual return on plan assets	(10,306		)	33,103			—			—
Employer contributions	7,900			—			281			502
Participant contributions	—			—			209			206
Actual expenses paid	(984		)	(2,649		)	—			—
Benefits paid	(7,095		)	(7,617		)	(490		)	(708		)
Benefits paid related to settlement	(29,480		)	(11,969		)	—			—
Fair value of plan assets at the end of period	$	233,930		$	273,895		$	—		$	—
Funded status	$	(9,685	)	$	(21,671	)	$	(3,602	)	$	(3,806	)



	Pension Benefits (2)						Other Benefits (2)
	2018			2017			2018			2017
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent assets	$	4,245		$	—		$	—		$	—
Current liabilities	—			—			(301		)	(231		)
Noncurrent liabilities	(13,930		)	(21,671		)	(3,301		)	(3,575		)
Net amount recognized	$	(9,685	)	$	(21,671	)	$	(3,602	)	$	(3,806	)
Amounts recognized in accumulated other comprehensive income (loss) before taxes:
Net actuarial loss	$	55,923		$	60,256		$	1,043		$	1,015
Prior service (credit)	—			—			(2,580		)	(3,310		)
Net amount recognized	$	55,923		$	60,256		$	(1,537	)	$	(2,295	)



	Benefit obligation				Net periodic benefit cost
	2018		2027 and thereafter		2018		2025 and thereafter
Healthcare	6.50	%	4.50	%	5.60% - 7.20%		4.50	%
Prescription drug	9.00	%	4.50	%	10.10	%	4.50	%



	Plan Assets at December 31,
	2018		2017
Asset Category:
Temporary investment funds	3	%	1	%
Equity investment funds	35	%	41	%
Fixed income funds	62	%	58	%
Total	100	%	100	%



	Fair Value as of December 31, 2018								Fair Value as of December 31, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities:
Interest rate swap	$	—	$	1,689	$	—	$	1,689	$	—	$	—	$	—	$	—
Contingent purchase price payment - DatesWeiser	—		—		750		750		—		—		1,100		1,100