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EXHIBIT 10.30
NON-QUALIFIED
STOCK OPTION
AGREEMENT
UNDER THE
KNOLL, INC.
2007 STOCK INCENTIVE
PLAN
THIS AGREEMENT, made as of
this day of
, by and
between Knoll, Inc., a Delaware corporation (the
“Company”), and
(the “Optionee”).
W I T N E S S E T H
:
WHEREAS, the Optionee is now
employed or engaged as a consultant by the Company or one of its
subsidiaries in a key capacity, or is a director of the Company,
and the Company desires to have
remain in such employment and to afford
the opportunity to acquire, or enlarge,
ownership of the Company’s Common Stock, par value $.01 per
share (“Stock”), so that
may have a direct proprietary interest in the Company’s
success (all references to employment hereinafter shall relate to
any consulting, directorship or similar relationship, as
applicable, and all references to employment or termination of
employment with or by the Company shall include employment with or
by any of the Company’s direct or indirect subsidiaries, as
applicable);
NOW, THEREFORE, in
consideration of the covenants and agreements herein contained, the
parties hereto hereby agree as follows:
1. Grant of Option
. Subject to the terms and conditions set forth herein and in
the Company’s
Stock Incentive Plan as amended and/or restated (the
“Plan”), the Company hereby grants to the Optionee,
during the period commencing on the date of this Agreement and
ending ten years from the date hereof (the “Termination
Date”), the right and option (the right to purchase any one
share of Stock hereunder being an “Option”) to purchase
from the Company, at a price of $
per share,
an aggregate of
shares of Stock. 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. Limitations on
Exercise of Option . Subject to compliance with the terms
and conditions set forth herein, the Optionee may exercise
% of the
Options on and after
, , an
additional
% of the Options on and after
, , an
additional
% of the Options on and after
, , and an
additional
% of the Options on and after
, .
Notwithstanding the vesting provisions in this
Section 2, upon a Change in Control
(following the date hereof), as defined in Exhibit A annexed
hereto, 100% of the Options, to the extent not previously
exercised, shall become fully vested and exercisable.
3. Termination of
Employment .
A. If prior to the
Termination Date, the Optionee shall cease to be employed by the
Company by reason of a disability, as defined in
Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), or by reason of retirement on or
after age 65, the Options shall remain exercisable until the
earlier of the Termination Date or one year after the date of
cessation of employment to the extent the Options were exercisable
at the time of cessation of employment.
B. If the Optionee shall
cease to be employed by the Company prior to the Termination Date
by reason of death, or the Optionee shall die while entitled to
exercise any of the Options 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
Options 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
Termination Date or one year after the date of death, to exercise
the Options to the extent that the Optionee was entitled to
exercise them on the date of death, subject to any other limitation
contained herein on the exercise of the Options in effect on the
date of exercise.
C. If the Optionee
voluntarily terminates employment with the Company for reasons
other than death, disability, or retirement on or after age 65, or
if the Optionee’s employment with the Company is terminated
for Cause, as hereinafter defined, unless otherwise provided by the
Committee, the Options, to the extent not exercised prior to such
termination, shall lapse and be canceled. If the Company terminates
the Optionee’s employment without Cause, as hereinafter
defined, the Options, to the extent exercisable immediately prior
to such termination, shall continue to be exercisable until the
earlier of the Termination Date or ninety (90) days after the
date of such termination. For purposes of the immediately preceding
sentence, any days during the above-mentioned 90-day period that
the Optionee is prohibited from selling Stock into the public
market on account of any underwriters’ lock-up period or any
blackout period imposed by the Company, shall (without duplication)
not be counted.
D. For purposes of this
Agreement, unless otherwise provided in an employment agreement
between the Company and the Optionee, “Cause” shall
mean: (i) the Optionee’s failure (except where due to a
disability), neglect or refusal to perform
2
duties which failure, neglect or refusal
shall not have been corrected by the Optionee within 30 days of
receipt by the Optionee of written notice from the Company of such
failure, neglect or refusal, which notice shall specifically set
forth the nature of said failure, neglect or refusal, (ii) any
engaging by the Optionee in conduct that has the effect of injuring
the reputation or business of the Company or its affiliates in any
material respect; (iii) any continued or repeated absence from
the Company, unless such absence is (A) approved or excused by
the Board or (B) is the result of the Optionee’s
illness, disability or incapacity; (iv) use of illegal drugs
by the Optionee or repeated drunkenness; (v) conviction of the
Optionee for the commission of a felony; or (vi) the
commission by the Optionee of an act of fraud or embezzlement
against the Company.
E. Except as otherwise
provided in paragraph 3(D) hereof, whether employment has been or
could have been terminated for the purposes of this Agreement, and
the reasons therefor, shall be determined by the Committee, whose
determination shall be final, binding and conclusive.
F. After the expiration of
any exercise period described in either of paragraphs 3(A), 3(B) or
3(C) hereof, the Options shall terminate together with all of the
Optionee’s rights hereunder, to the extent not previously
exercised. All vesting with respect to the Options shall cease upon
the Optionee’s termination of employment with the Company and
all Options to the extent unvested at the time of termination shall
expire.
4. Method of Exercising
Option .
A. The Optionee may exercise
any or all of the Options by delivering to the Company a written
notice signed by the Optionee stating the number of Options that
the Optionee has elected to exercise at that time, together with
full payment of the purchase price of the shares to be thereby
purchased from the Company. Payment of the purchase price of the
shares may be made by certified or bank cashier’s check
payable to the order of the Company, or, in the sole discretion of
the Committee, (i) by surrender or delivery to the Company of
shares of Stock or other property acceptable to the Committee in
its sole discretion, which Stock or other property shall have a
value equal to the purchase price, (ii) after the date of an
initial public offering, by delivery to the Committee of a copy of
irrevocable instructions to a stockbroker to deliver promptly to
the Company an amount of sale or loan proceeds sufficient to pay
the purchase price, or (iii) by such other means as the
Committee shall allow in its discretion. 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 fo
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