By-laws - KNOLL INC - 3-28-1997

Document Sample
By-laws - KNOLL INC - 3-28-1997 Powered By Docstoc
					EXHIBIT 3.3 T.K.G. ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware BY-LAWS ARTICLE I OFFICES The registered office of the Corporation in Delaware shall be at 1209 Orange Street in the City of Wilmington, County of New Castle, and The Corporation Trust Company will be the resident agent of the Corporation in charge thereof. The Corporation may also have such other offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time designate or the business of the Corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of stockholders for the election of directors and the transaction of any other business will be held on such day in March, in such city and state and at such time and place as may be designated by the Board of Directors and set forth in the notice of such meeting. At the annual meeting any business may be transacted and any corporate action may be taken, whether stated in the notice of meeting or not, except as otherwise expressly provided by statute or the Certificate of Incorporation. Section 2. Special Meetings. Special meetings of the stockholders for any purpose may be called at any time by the Board of Directors, or by the President, and will be called by the President at the request of the holders of a majority of the outstanding shares of capital stock entitled to vote. Special meetings shall be held at such place or places within or without the State of Delaware as shall from time to time be designated by the Board of Directors and stated in the notice of such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting. Section 3. Notice of Meetings. Written notice of the time and place of any stockholders' meeting, whether annual or special, will be given to each stockholder entitled to vote at that meeting, by personal delivery or by mailing the same to him

or her at his or her address as the same appears upon the records of the Corporation at least ten days but not more than sixty days before the day of the meeting. Notice of any adjourned meeting need not be given except by announcement at the meeting so adjourned, unless otherwise ordered in connection with such adjournment. Further notice, if any, will be given as may be required by law. Section 4. Quorum. Any number of stockholders, together holding at least a majority of the capital stock of the Corporation issued and outstanding and entitled to vote, who will be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business, except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws. Section 5. Adjournment of Meetings. If less than a quorum is in attendance at the time for which a meeting is called, the meeting may adjourn by a majority vote of the stockholders present or represented by proxy and entitled to vote at the meeting, without notice other than announcement at such meeting, until a quorum is in attendance. Any meeting at which a quorum is present may also be adjourned in like manner and for the amount of time as may be determined by a majority vote of the stockholders present or represented by proxy and entitled to vote. At any adjourned meeting at which a quorum is present, any business may be transacted and any

or her at his or her address as the same appears upon the records of the Corporation at least ten days but not more than sixty days before the day of the meeting. Notice of any adjourned meeting need not be given except by announcement at the meeting so adjourned, unless otherwise ordered in connection with such adjournment. Further notice, if any, will be given as may be required by law. Section 4. Quorum. Any number of stockholders, together holding at least a majority of the capital stock of the Corporation issued and outstanding and entitled to vote, who will be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business, except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws. Section 5. Adjournment of Meetings. If less than a quorum is in attendance at the time for which a meeting is called, the meeting may adjourn by a majority vote of the stockholders present or represented by proxy and entitled to vote at the meeting, without notice other than announcement at such meeting, until a quorum is in attendance. Any meeting at which a quorum is present may also be adjourned in like manner and for the amount of time as may be determined by a majority vote of the stockholders present or represented by proxy and entitled to vote. At any adjourned meeting at which a quorum is present, any business may be transacted and any corporate action may be taken which might have been transacted at the meeting as originally called. Section 6. Voting List. The Secretary will prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote, arranged in alphabetical order and showing the address of each stockholder and the number of shares of each stockholder. The list will be open at either (i) a place within the city where the meeting is to be held, which place shall be specified in the notice of such meeting, or (ii) if not so specified, at the place the meeting is to be held, for said ten days, as well as at the time and place of such meeting, and will be subject to the inspection of any stockholder. Section 7. Voting. Each stockholder entitled to vote at any meeting may vote either in person or by proxy, but no proxy shall be voted on or after three years from its date, unless the proxy provides for a longer period. Each stockholder entitled to vote will at every meeting of the stockholders be entitled to one vote for each share of stock registered in his or her name on the record of stockholders. At all meetings of stockholders, all matters, except as otherwise provided by statute, will be determined by the affirmative vote of the majority of shares present in person or by proxy and entitled to vote on the subject matter. Voting at meetings of stockholders need not be by written ballot. -2Section 8. Record Date of Stockholders. The Board of Directors is authorized to fix in advance a date not exceeding sixty days nor less than ten days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock will go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders, and any adjournment of a meeting of stockholders, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise the rights in respect of any change, conversion or exchange of capital stock, or to give consent. Only the stockholders that are stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, the meeting of stockholders, and any adjournment of the meeting, or to receive payment of the dividend, or to receive the allotment of rights, or to exercise the rights, or to give the consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation, after the record date fixed in accordance with this Section 8. Section 9. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken (i) is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted and (ii) is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent will be given to those stockholders who have not consented in writing.

Section 8. Record Date of Stockholders. The Board of Directors is authorized to fix in advance a date not exceeding sixty days nor less than ten days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock will go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders, and any adjournment of a meeting of stockholders, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise the rights in respect of any change, conversion or exchange of capital stock, or to give consent. Only the stockholders that are stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, the meeting of stockholders, and any adjournment of the meeting, or to receive payment of the dividend, or to receive the allotment of rights, or to exercise the rights, or to give the consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation, after the record date fixed in accordance with this Section 8. Section 9. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken (i) is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted and (ii) is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent will be given to those stockholders who have not consented in writing. Section 10. Conduct of Meetings. The Chairman of the Board of Directors, or in his absence the President or any Vice President designated by the Chairman of the Board, shall preside at all regular or special meetings of stockholders. To the maximum extent permitted by law, the presiding person will have the power to set procedural rules, including but not limited to rules respecting the time allotted to stockholders to speak, governing all aspects of the conduct of the meetings. The Secretary of the Corporation will act as secretary of each meeting. In the absence of the Secretary, the chairman of the -3-

meeting will appoint any person to act as secretary of the meeting. ARTICLE III DIRECTORS Section 1. Number and Qualifications. The Board of Directors will consist initially of two directors, and thereafter will consist of the number as may be fixed from time to time by resolution of the Board. The directors need not be stockholders. Section 2. Election of Directors. The directors will be elected by the stockholders at the annual meeting of stockholders. Section 3. Duration of Office. The directors chosen at any annual meeting will, except as otherwise provided in these By-Laws, hold office until the next annual election and until their successors are elected and qualify. Section 4. Removal and Resignation of Directors. Any director may be removed from the Board of Directors, with or without cause, by the holders of a majority of the shares of capital stock entitled to vote, either by written consent or consents or at any special meeting of the stockholders called for that purpose, and the office of a removed director will immediately become vacant. Any director may resign at any time. Such resignation will take effect at the time specified in the resignation, and if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation will not be necessary to make it effective, unless so specified in the resignation. Section 5. Filling of Vacancies. Any vacancy among the directors, occurring from any cause whatsoever, may be

meeting will appoint any person to act as secretary of the meeting. ARTICLE III DIRECTORS Section 1. Number and Qualifications. The Board of Directors will consist initially of two directors, and thereafter will consist of the number as may be fixed from time to time by resolution of the Board. The directors need not be stockholders. Section 2. Election of Directors. The directors will be elected by the stockholders at the annual meeting of stockholders. Section 3. Duration of Office. The directors chosen at any annual meeting will, except as otherwise provided in these By-Laws, hold office until the next annual election and until their successors are elected and qualify. Section 4. Removal and Resignation of Directors. Any director may be removed from the Board of Directors, with or without cause, by the holders of a majority of the shares of capital stock entitled to vote, either by written consent or consents or at any special meeting of the stockholders called for that purpose, and the office of a removed director will immediately become vacant. Any director may resign at any time. Such resignation will take effect at the time specified in the resignation, and if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation will not be necessary to make it effective, unless so specified in the resignation. Section 5. Filling of Vacancies. Any vacancy among the directors, occurring from any cause whatsoever, may be filled by a majority of the remaining directors, though less than a quorum, provided however, that the stockholders removing any director may at the same meeting fill the vacancy caused by the removal, and provided further, that if the directors fail to fill any vacancy, the stockholders may at any special meeting called for that purpose fill the vacancy. In case of any increase in the number of directors, the additional directors may be elected by the directors in office before the increase. Any person elected to fill a vacancy will hold office, subject to the right of removal as provided in these By-Laws, until the next annual election and until his successor is elected and qualified. Section 6. Regular Meetings. The Board of Directors will hold an annual meeting for the purpose of organization -4-

and the transaction of any business immediately after the annual meeting of the stockholders, provided a quorum of directors is present. Other regular meetings may be held at any time as may be determined from time to time by resolution of the Board of Directors. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or by the President. Section 8. Notice and Place of Meetings. Meetings of the Board of Directors may be held at the principal office of the Corporation, or at any other place as is stated in the notice of such meeting. Notice of any special meeting, and except as the Board of Directors may otherwise determine by resolution, notice of any regular meeting, will be mailed to each director addressed to him or her at his residence or usual place of business at least two days before the day on which the meeting is to be held, or if sent to him or her at such place by telegraph, cable or facsimile, or delivered personally or by telephone, not later than the day before the day on which the meeting is to be held. No notice of the annual meeting of the Board of Directors will be required if it is held immediately after the annual meeting of the stockholders and if a quorum is present. Section 9. Business Transacted at Meetings, etc. Any business may be transacted and any corporate action may be taken at any regular or special meeting of the Board of Directors at which a quorum is present, whether the business or proposed action is stated in the notice of that meeting or not, unless special notice of such business or

and the transaction of any business immediately after the annual meeting of the stockholders, provided a quorum of directors is present. Other regular meetings may be held at any time as may be determined from time to time by resolution of the Board of Directors. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or by the President. Section 8. Notice and Place of Meetings. Meetings of the Board of Directors may be held at the principal office of the Corporation, or at any other place as is stated in the notice of such meeting. Notice of any special meeting, and except as the Board of Directors may otherwise determine by resolution, notice of any regular meeting, will be mailed to each director addressed to him or her at his residence or usual place of business at least two days before the day on which the meeting is to be held, or if sent to him or her at such place by telegraph, cable or facsimile, or delivered personally or by telephone, not later than the day before the day on which the meeting is to be held. No notice of the annual meeting of the Board of Directors will be required if it is held immediately after the annual meeting of the stockholders and if a quorum is present. Section 9. Business Transacted at Meetings, etc. Any business may be transacted and any corporate action may be taken at any regular or special meeting of the Board of Directors at which a quorum is present, whether the business or proposed action is stated in the notice of that meeting or not, unless special notice of such business or proposed action is required by statute. Section 10. Quorum. A majority of the Board of Directors at any time in office will constitute a quorum. At any meeting at which a quorum is present, the vote of a majority of the members present will be the act of the Board of Directors unless the act of a greater number is specifically required by law or by the Certificate of Incorporation or these By-Laws. The members of the Board will act only as the Board and the individual members of the Board will not have any powers in their individual capacities. Section 11. Compensation. The directors will not receive any stated salary for their services as directors, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor. Section 12. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee of the Board of Directors, may be -5-

taken without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee. Section 13. Meetings Through Use of Communications Equipment. Members of the Board of Directors, or any committee designated by the Board of Directors, will, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, have the power to participate in a meeting of the Board of Directors, or any committee, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and this participation will constitute presence in person at the meeting. ARTICLE IV COMMITTEES Section 1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the entire Board, designate two or more of their number to constitute an Executive Committee to hold office at the pleasure of the Board, which Committee will, during the intervals between meetings of the Board of Directors, have and exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, subject only to restrictions or limitations as the Board of Directors may from time to time specify, or as limited by the Delaware Corporation Law, and will have power to authorize the seal of the Corporation to be affixed to all papers that may require it.

taken without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee. Section 13. Meetings Through Use of Communications Equipment. Members of the Board of Directors, or any committee designated by the Board of Directors, will, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, have the power to participate in a meeting of the Board of Directors, or any committee, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and this participation will constitute presence in person at the meeting. ARTICLE IV COMMITTEES Section 1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the entire Board, designate two or more of their number to constitute an Executive Committee to hold office at the pleasure of the Board, which Committee will, during the intervals between meetings of the Board of Directors, have and exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, subject only to restrictions or limitations as the Board of Directors may from time to time specify, or as limited by the Delaware Corporation Law, and will have power to authorize the seal of the Corporation to be affixed to all papers that may require it. Any member of the Executive Committee may be removed at any time, with or without cause, by a resolution of a majority of the entire Board of Directors. Any person ceasing to be a director shall ipso facto cease to be a member of the Executive Committee. Any vacancy in the Executive Committee occurring from any cause whatsoever may be filled from among the directors by a resolution of a majority of the entire Board of Directors. Section 2. Other Committees. Other committees, whose members need not be directors, may be appointed by the Board of Directors or the Executive Committee, which committees shall hold office for an amount of time and have powers and perform duties as may from time to time be assigned to them by the Board of Directors or the Executive Committee. Any member of these committees may be removed at any time, with or without cause, by the Board of Directors or the Executive Committee. Any vacancy in a committee occurring from -6-

any cause whatsoever may be filled by the Board of Directors or the Executive Committee. Section 3. Resignation. Any member of a committee may resign at any time. This resignation will be made in writing and will take effect at the time specified in the resignation, or, if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation will not be necessary to make it effective unless so specified in the resignation. Section 4. Quorum. A majority of the members of a committee shall constitute a quorum. The act of a majority of the members of a committee present at any meeting at which a quorum is present will be the act of the committee. The members of a committee will act only as a committee, and the individual members of the committee will not have any powers in their individual capacities. Section 5. Record of Proceedings, etc. Each committee will keep a record of its acts and proceedings, and will report the same to the Board of Directors when and as required by the Board of Directors. Section 6. Organization, Meetings, Notices, etc. A committee may hold its meetings at the principal office of the Corporation, or at any other place that a majority of the committee may at any time agree upon. Each committee may make rules as it deems expedient for the regulation and carrying on of its meetings and proceedings. Unless

any cause whatsoever may be filled by the Board of Directors or the Executive Committee. Section 3. Resignation. Any member of a committee may resign at any time. This resignation will be made in writing and will take effect at the time specified in the resignation, or, if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation will not be necessary to make it effective unless so specified in the resignation. Section 4. Quorum. A majority of the members of a committee shall constitute a quorum. The act of a majority of the members of a committee present at any meeting at which a quorum is present will be the act of the committee. The members of a committee will act only as a committee, and the individual members of the committee will not have any powers in their individual capacities. Section 5. Record of Proceedings, etc. Each committee will keep a record of its acts and proceedings, and will report the same to the Board of Directors when and as required by the Board of Directors. Section 6. Organization, Meetings, Notices, etc. A committee may hold its meetings at the principal office of the Corporation, or at any other place that a majority of the committee may at any time agree upon. Each committee may make rules as it deems expedient for the regulation and carrying on of its meetings and proceedings. Unless otherwise ordered by the Executive Committee, any notice of a meeting of a committee may be given by the Secretary of the Corporation or by the chairman of the committee and will be sufficient if mailed to each member at his residence or usual place of business at least two days before the day on which the meeting is to be held, or if sent to him or her at that place by telegraph, cable or facsimile, or delivered personally or by telephone not later than 24 hours before the time at which the meeting is to be held. Section 7. Compensation. The members of any committee will be entitled to such compensation as may be allowed them by resolution of the Board of Directors. ARTICLE V OFFICERS Section 1. Number. The officers of the Corporation shall be a Chairman of the Board, a Vice Chairman of the Board, a President, a Managing Director for European Operations, such number of Vice Presidents (including Executive and Senior Vice Presidents) as may from time to time be elected by the Board, a Controller, a Treasurer, one or more Assistant Treasurers, a Secretary, one or more Assistant Secretaries, and such other -7-

officers as the Board may from time to time determine. Such other officers shall be elected or appointed in such manner, have such duties and hold their offices for such terms as may be determined by the Board of Directors. Section 2. Election, Term of Office and Qualifications. The officers of the Corporation shall be elected annually by the Board of Directors and, except in the case of officers appointed in accordance with the provisions of Section 1 of this Article, each shall hold office until the next annual election of officers and until his successor shall have been duly chosen and shall qualify or until his earlier death, resignation or removal in the manner hereinafter provided. Section 3. Other Officers. Other officers, including one or more additional vice presidents, assistant secretaries or assistant treasurers, may from time to time be appointed by the Board of Directors, which other officers shall have powers and perform duties as may be assigned to them by the Board of Directors or the officer or committee appointing them. Section 4. Removal of Officers. Any officer of the Corporation may be removed from office, with or without cause, by a vote of a majority of the Board of Directors. Section 5. Resignation. Any officer of the Corporation may resign at any time. This resignation shall be in writing and take effect at the time specified in the resignation, or if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary in order to make it effective,

officers as the Board may from time to time determine. Such other officers shall be elected or appointed in such manner, have such duties and hold their offices for such terms as may be determined by the Board of Directors. Section 2. Election, Term of Office and Qualifications. The officers of the Corporation shall be elected annually by the Board of Directors and, except in the case of officers appointed in accordance with the provisions of Section 1 of this Article, each shall hold office until the next annual election of officers and until his successor shall have been duly chosen and shall qualify or until his earlier death, resignation or removal in the manner hereinafter provided. Section 3. Other Officers. Other officers, including one or more additional vice presidents, assistant secretaries or assistant treasurers, may from time to time be appointed by the Board of Directors, which other officers shall have powers and perform duties as may be assigned to them by the Board of Directors or the officer or committee appointing them. Section 4. Removal of Officers. Any officer of the Corporation may be removed from office, with or without cause, by a vote of a majority of the Board of Directors. Section 5. Resignation. Any officer of the Corporation may resign at any time. This resignation shall be in writing and take effect at the time specified in the resignation, or if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary in order to make it effective, unless so specified in the resignation. Section 6. Filling of Vacancies. A vacancy in any office will be filled by the Board of Directors or by the authority appointing the predecessor in such office. Section 7. Compensation. The compensation of the officers will be fixed by the Board of Directors, or by any committee upon whom power in that regard may be conferred by the Board of Directors. Section 8. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and Board of Directors. He shall be ex-officio a member and chairman of all standing committees. He shall be the medium of communication to the Board and to the standing committees of all matters presented for their consideration, and have general charge of the affairs of the Corporation. Section 9. Vice Chairman of the Board. In the absence of the Chairman of the Board, the Vice Chairman of the Board shall preside at meetings of the stockholders and the Board of Directors. He shall advise and counsel with the President and -8-

the Chairman of the Board and shall perform such other duties as may be requested by the Board of Directors, or as shall be jointly determined by the Chairman of the Board or the President and himself. Section 10. President. The President shall have, subject to the direction and control of the Chairman of the Board, the Vice Chairman, and the Board, immediate supervision and control of the Corporation's business. He may sign, with any other proper officer of the Corporation thereunto authorized, certificates for stock of the Corporation. Subject to the Board, the Chairman of the Board and the Vice Chairman, he shall have and perform such other powers and duties as from time to time may be assigned or delegated to him by the Board, the Chairman of the Board or the Vice Chairman. Section 11. Managing Director for European Operations. The Managing Director for European Operations, subject to the direction and control of the Board, the Chairman of the Board, the Vice Chairman of the Board and the President, shall have general charge of the European operations of the Corporation. Subject to the Board, the Chairman of the Board, the Vice Chairman of the Board and the President, he shall have and perform such powers and duties as from time to time may be assigned or delegated to him by the Board, the Chairman of the Board, the Vice Chairman of the Board or the President. Section 12. Vice Presidents. At the request of the President, or in his absence or inability to act, the Vice

the Chairman of the Board and shall perform such other duties as may be requested by the Board of Directors, or as shall be jointly determined by the Chairman of the Board or the President and himself. Section 10. President. The President shall have, subject to the direction and control of the Chairman of the Board, the Vice Chairman, and the Board, immediate supervision and control of the Corporation's business. He may sign, with any other proper officer of the Corporation thereunto authorized, certificates for stock of the Corporation. Subject to the Board, the Chairman of the Board and the Vice Chairman, he shall have and perform such other powers and duties as from time to time may be assigned or delegated to him by the Board, the Chairman of the Board or the Vice Chairman. Section 11. Managing Director for European Operations. The Managing Director for European Operations, subject to the direction and control of the Board, the Chairman of the Board, the Vice Chairman of the Board and the President, shall have general charge of the European operations of the Corporation. Subject to the Board, the Chairman of the Board, the Vice Chairman of the Board and the President, he shall have and perform such powers and duties as from time to time may be assigned or delegated to him by the Board, the Chairman of the Board, the Vice Chairman of the Board or the President. Section 12. Vice Presidents. At the request of the President, or in his absence or inability to act, the Vice President or, if there be more than one, the Vice President designated by the Board, shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions placed upon the President. Each Vice President shall perform such duties as from time to time may be assigned to him by the Chairman of the Board, the Vice Chairman, the President or the Board. Except where by law the signature of the President is required, each of the Vice Presidents shall possess the same power as the President to sign all certificates, contracts, obligations and other instruments of the Corporation. Section 13. Controller. The Controller shall have general charge of the Accounting Department of the Corporation. He shall prescribe and supervise a system of accounting and internal auditing that shall be adopted and followed by the Corporation. He, or some other person or persons designated by name, in writing, by him, shall prepare and certify all vouchers and payrolls. The Controller shall, except as otherwise provided in this Section 9 or in Section 10 of this Article IV, sign all checks before they are presented to the Treasurer. The Controller may designate by name, in writing, one or more other persons, each of whom may sign checks for him and on his behalf. The Controller shall at the close of each month present for the information of the Board of Directors a complete statement of the -9-

Corporation's financial affairs and of its operations for the preceding month and for the months elapsed from the commencement of the fiscal year. He shall also present a full statement of the properties owned and controlled by the Corporation, under appropriate headings as the Board of Directors may at any time require. He shall carefully preserve and keep in his custody in the office of the Corporation all contracts, leases, assignments and other valuable instruments of writing. He shall be charged with the duty of verification of all property of the Corporation and of its proprietary companies and the supervision of taking of all inventories. Section 14. Treasurer. The Treasurer shall have charge of all monies and securities belonging to the Corporation. He shall deposit all monies received by him in the name and to the credit of the Corporation, in such bank or other place or places of deposit as the Board of Directors shall from time to time designate; and for that purpose shall have power to endorse for collection or payment all checks or other negotiable paper drawn payable to his order or to the order of the Corporation. He shall disburse the monies of the Corporation as directed by the Board, by checks which shall bear his signature as Treasurer, or that of an Assistant Treasurer, and also the signature of the Controller or some other person designated by name, in writing, by the Controller. The Treasurer may designate by name, in writing, one or more other persons, each of whom may sign checks for him and on his behalf. The Board of Directors may authorize the establishment of dividend, disbursing, petty cash and payroll accounts in such banks or other place or places of deposit as the Board of Directors may from time to time designate, and monies of the Corporation may be deposited in such accounts by checks signed as above provided in this Section 10. The Treasurer may designate by name, in writing, one or more persons each of whom may sign checks on any one or more of such accounts for him or on his behalf and, notwithstanding the foregoing provisions of

Corporation's financial affairs and of its operations for the preceding month and for the months elapsed from the commencement of the fiscal year. He shall also present a full statement of the properties owned and controlled by the Corporation, under appropriate headings as the Board of Directors may at any time require. He shall carefully preserve and keep in his custody in the office of the Corporation all contracts, leases, assignments and other valuable instruments of writing. He shall be charged with the duty of verification of all property of the Corporation and of its proprietary companies and the supervision of taking of all inventories. Section 14. Treasurer. The Treasurer shall have charge of all monies and securities belonging to the Corporation. He shall deposit all monies received by him in the name and to the credit of the Corporation, in such bank or other place or places of deposit as the Board of Directors shall from time to time designate; and for that purpose shall have power to endorse for collection or payment all checks or other negotiable paper drawn payable to his order or to the order of the Corporation. He shall disburse the monies of the Corporation as directed by the Board, by checks which shall bear his signature as Treasurer, or that of an Assistant Treasurer, and also the signature of the Controller or some other person designated by name, in writing, by the Controller. The Treasurer may designate by name, in writing, one or more other persons, each of whom may sign checks for him and on his behalf. The Board of Directors may authorize the establishment of dividend, disbursing, petty cash and payroll accounts in such banks or other place or places of deposit as the Board of Directors may from time to time designate, and monies of the Corporation may be deposited in such accounts by checks signed as above provided in this Section 10. The Treasurer may designate by name, in writing, one or more persons each of whom may sign checks on any one or more of such accounts for him or on his behalf and, notwithstanding the foregoing provisions of Section 9 and of this Section 10, funds in any such account may be withdrawn or disbursed by checks bearing the single signature of a person so designated, or bearing the Treasurer's facsimile signature by a check-signing machine if authorized by the Treasurer in writing. The Treasurer shall execute a bond (in the penalty fixed by the Board, with such surety as the Board may approve) conditioned for the delivery to the President, or according to the order of the Board, in case of his decease, resignation or discharge, of all monies, bonds, evidences of debts, vouchers, accounts, books, writings and papers, and securities of any kind belonging to the Corporation received by him or in his possession, charge or custody, and for the faithful performance of all the duties of his office. Section 15. Secretary. The Secretary, if present, shall act as secretary at all meetings of the Board and of the stockholders and keep the minutes thereof in a book or books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall -10-

be custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed on all certificates of stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its seal shall be duly authorized in accordance with the provisions of these By-laws; shall have charge of the stock records of the Corporation; may sign, with any other proper officer of the Corporation thereunto authorized, certificates for stock of the Corporation; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board. Section 16. Assistant Controller, Assistant Secretary and Assistant Treasurer. In the event of the absence or inability to serve of the Controller, an assistant controller shall perform all the duties of the Controller; in the event of the absence or inability to serve of the Secretary, an assistant secretary shall perform all the duties of the Secretary, and in the event of the absence or inability to serve of the Treasurer, an assistant treasurer shall perform all the duties of the Treasurer. ARTICLE VI CAPITAL STOCK Section 1. Issue of Certificates of Stock. Certificates of capital stock will be in the form approved by the Board of Directors. The certificates will be numbered in the order of their issue and will be signed by the Chairman of the Board of Directors, the President or one of the Vice Presidents, and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and the seal of the Corporation or a facsimile of the seal will be impressed or affixed or reproduced on the certificates, provided, however, that where the certificates are signed

be custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed on all certificates of stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its seal shall be duly authorized in accordance with the provisions of these By-laws; shall have charge of the stock records of the Corporation; may sign, with any other proper officer of the Corporation thereunto authorized, certificates for stock of the Corporation; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board. Section 16. Assistant Controller, Assistant Secretary and Assistant Treasurer. In the event of the absence or inability to serve of the Controller, an assistant controller shall perform all the duties of the Controller; in the event of the absence or inability to serve of the Secretary, an assistant secretary shall perform all the duties of the Secretary, and in the event of the absence or inability to serve of the Treasurer, an assistant treasurer shall perform all the duties of the Treasurer. ARTICLE VI CAPITAL STOCK Section 1. Issue of Certificates of Stock. Certificates of capital stock will be in the form approved by the Board of Directors. The certificates will be numbered in the order of their issue and will be signed by the Chairman of the Board of Directors, the President or one of the Vice Presidents, and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and the seal of the Corporation or a facsimile of the seal will be impressed or affixed or reproduced on the certificates, provided, however, that where the certificates are signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of the Chairman of the Board of Directors, President, Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any certificate or certificates ceases to be an officer of the Corporation, whether because of death, resignation or otherwise, before that certificate or certificates are delivered by the Corporation, that certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed that certificate or certificates, or whose facsimile signature or signatures is used thereon have not ceased to be an officer or officers of the Corporation. Section 2. Registration and Transfer of Shares. The name of each person owning a share of the capital stock of the -11-

Corporation will be entered on the books of the Corporation together with the number of shares held by him or her, the numbers of the certificates covering the shares and the dates of issue of the certificates. The shares of stock of the Corporation will be transferable on the books of the Corporation by the holders of the shares in person, or by their duly authorized attorneys or legal representatives, on surrender and cancellation of certificates for a like number of shares, accompanied by an assignment or power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. A record will be made of each transfer. The Board of Directors may make other rules and regulations concerning the transfer and registration of certificates for stock and may appoint a transfer agent or registrar or both and may require all certificates of stock to bear the signature of either or both. Section 3. Lost, Destroyed and Mutilated Certificates. The holder of any stock of the Corporation will immediately notify the Corporation of any loss, theft, destruction or mutilation of the certificates. The Corporation may issue a new certificate of stock in the place of any certificate previously issued by it and alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representatives, to give the Corporation a bond, in such sum not exceeding double the value of the stock and with such surety or sureties as they may require, to indemnify it against any claim that may be made against it by reason of the issue of the new certificate and against all other liability in the premises, or may remit the owner to any remedy or remedies he or she may have under the laws of the State of Delaware.

Corporation will be entered on the books of the Corporation together with the number of shares held by him or her, the numbers of the certificates covering the shares and the dates of issue of the certificates. The shares of stock of the Corporation will be transferable on the books of the Corporation by the holders of the shares in person, or by their duly authorized attorneys or legal representatives, on surrender and cancellation of certificates for a like number of shares, accompanied by an assignment or power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. A record will be made of each transfer. The Board of Directors may make other rules and regulations concerning the transfer and registration of certificates for stock and may appoint a transfer agent or registrar or both and may require all certificates of stock to bear the signature of either or both. Section 3. Lost, Destroyed and Mutilated Certificates. The holder of any stock of the Corporation will immediately notify the Corporation of any loss, theft, destruction or mutilation of the certificates. The Corporation may issue a new certificate of stock in the place of any certificate previously issued by it and alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representatives, to give the Corporation a bond, in such sum not exceeding double the value of the stock and with such surety or sureties as they may require, to indemnify it against any claim that may be made against it by reason of the issue of the new certificate and against all other liability in the premises, or may remit the owner to any remedy or remedies he or she may have under the laws of the State of Delaware. ARTICLE VII DIVIDENDS, SURPLUS, ETC. Section 1. General Discretion of Directors. The Board of Directors will have power to fix and vary the amount to be set aside or reserved as working capital of the Corporation, or as reserves, or for other proper purposes of the Corporation, and, subject to the requirements of the Certificate of Incorporation, to determine whether any part of the surplus or net profits of the Corporation will be declared as dividends and paid to the stockholders, and to fix the date or dates for the payment of dividends. -12ARTICLE VIII MISCELLANEOUS PROVISIONS Section 1. Fiscal Year. The fiscal year of the Corporation will commence on the first day of January and end on the last day of December. Section 2. Corporate Seal. The corporate seal will be in the form approved by the Board of Directors and may be altered at their pleasure. The corporate seal may be used by causing it or a facsimile of the seal to be impressed or affixed or reproduced or otherwise. Section 3. Notices. Except as otherwise expressly provided, any notice required to be given by these By-Laws will be sufficient if given by depositing the same in a post office or letter box in a sealed postpaid wrapper addressed to the person entitled to the notice at his address, as the same appears upon the books of the Corporation, or by telegraphing or cabling the same to that person at that address, or by facsimile transmission to a number designated upon the books of the Corporation, if any; and the notice will be deemed to be given at the time it is mailed, telegraphed or cabled, or sent by facsimile. Section 4. Waiver of Notice. Any stockholder or director may at any time, by writing or by telegraph, cable or facsimile transmission, waive any notice required to be given under these By-Laws, and if any stockholder or director is present at any meeting his presence will constitute a waiver of notice. Section 5. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, will be signed by an officer or officers, agent or agents of the Corporation, and in such manner, as will from time to time be designated by resolution of the Board of Directors.

ARTICLE VIII MISCELLANEOUS PROVISIONS Section 1. Fiscal Year. The fiscal year of the Corporation will commence on the first day of January and end on the last day of December. Section 2. Corporate Seal. The corporate seal will be in the form approved by the Board of Directors and may be altered at their pleasure. The corporate seal may be used by causing it or a facsimile of the seal to be impressed or affixed or reproduced or otherwise. Section 3. Notices. Except as otherwise expressly provided, any notice required to be given by these By-Laws will be sufficient if given by depositing the same in a post office or letter box in a sealed postpaid wrapper addressed to the person entitled to the notice at his address, as the same appears upon the books of the Corporation, or by telegraphing or cabling the same to that person at that address, or by facsimile transmission to a number designated upon the books of the Corporation, if any; and the notice will be deemed to be given at the time it is mailed, telegraphed or cabled, or sent by facsimile. Section 4. Waiver of Notice. Any stockholder or director may at any time, by writing or by telegraph, cable or facsimile transmission, waive any notice required to be given under these By-Laws, and if any stockholder or director is present at any meeting his presence will constitute a waiver of notice. Section 5. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, will be signed by an officer or officers, agent or agents of the Corporation, and in such manner, as will from time to time be designated by resolution of the Board of Directors. Section 6. Deposits. All funds of the Corporation will be deposited from time to time to the credit of the Corporation in a bank or banks, trust companies or other depositories as the Board of Directors may select, and, for the purpose of the deposit, checks, drafts, warrants and other orders for the payment of money which are payable to the order of the Corporation, may be endorsed for deposit, assigned and delivered by any officer of the Corporation, or by agents of the Corporation as the Board of Directors or the President may authorize for that purpose. Section 7. Voting Stock of Other Corporations. Except as otherwise ordered by the Board of Directors or the Executive Committee, the President or the Treasurer has full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the stockholders of any corporation of -13-

which the Corporation is a stockholder, and to execute a proxy to any other person to represent the Corporation at any meeting, and at any meeting of the stockholders of any corporation of which the Corporation is a stockholder. The President or the Treasurer or the holder of any proxy, as the case may be, will possess and may exercise any and all rights and powers incident to ownership of the stock which the Corporation might have possessed and exercised if present. The Board of Directors or the Executive Committee may from time to time confer like powers upon any other person or persons. Section 8. Indemnification of Officers and Directors. The Corporation will indemnify any and all of its directors and officers, including former directors and officers, including those serving as an officer or director of any corporation at the request of this Corporation, to the fullest extent permitted under and in accordance with the laws of the State of Delaware. ARTICLE IX AMENDMENTS The Board of Directors will have the power to make, rescind, alter, amend and repeal these By-Laws, provided, however, that the stockholders will have power to rescind, alter, amend or repeal any by-laws made by the Board of Directors, and to enact by-laws that will not be rescinded, altered, amended or repealed by the Board of Directors. Notice of the proposal to make, amend or repeal any provision of these By-Laws will be included

which the Corporation is a stockholder, and to execute a proxy to any other person to represent the Corporation at any meeting, and at any meeting of the stockholders of any corporation of which the Corporation is a stockholder. The President or the Treasurer or the holder of any proxy, as the case may be, will possess and may exercise any and all rights and powers incident to ownership of the stock which the Corporation might have possessed and exercised if present. The Board of Directors or the Executive Committee may from time to time confer like powers upon any other person or persons. Section 8. Indemnification of Officers and Directors. The Corporation will indemnify any and all of its directors and officers, including former directors and officers, including those serving as an officer or director of any corporation at the request of this Corporation, to the fullest extent permitted under and in accordance with the laws of the State of Delaware. ARTICLE IX AMENDMENTS The Board of Directors will have the power to make, rescind, alter, amend and repeal these By-Laws, provided, however, that the stockholders will have power to rescind, alter, amend or repeal any by-laws made by the Board of Directors, and to enact by-laws that will not be rescinded, altered, amended or repealed by the Board of Directors. Notice of the proposal to make, amend or repeal any provision of these By-Laws will be included in the notice of any meeting of the stockholders or the Board of Directors at which the action is to be considered. No change of the time or place for the annual meeting of the stockholders for the election of directors will be made except in accordance with the laws of the State of Delaware. Dated: February 28, 1996 -14-

EXHIBIT 4.3 THIS SUPPLEMENTAL INDENTURE No. 2 (the "Supplemental Indenture") dated as of March 14, 1997 among Knoll, Inc. (formerly T.K.G. Acquisition Corp.), a Delaware corporation, as successor (the "Successor") to Knoll, Inc., a Delaware corporation ("Old Knoll"), as the Company, Knoll Overseas, Inc., a Delaware corporation and Spinneybeck Enterprises, Inc., a New York corporation, (the "Guarantors"), and IBJ Schroder Bank & Trust Company, as Trustee. W I T N E S S E T H: WHEREAS, there has previously been executed and delivered to the Trustee an Indenture (the "Indenture") dated as of February 29, 1996 among T.K.G. Acquisition Sub, Inc., a Delaware corporation ("Sub"), as the Company, the Successor, the Guarantors, The Knoll Group, Inc., a Delaware corporation, and Knoll North America, Inc., a Delaware corporation, as guarantors and the Trustee, providing for the issuance of 10 7/8% Senior Subordinated Notes due 2006 (the "Notes"); WHEREAS, there has previously been executed and delivered to the Trustee Supplemental Indenture No. 1 dated as of February 29, 1996 among the Successor, Sub, Old Knoll, the Guarantors and the Trustee pursuant to which Old Knoll succeeded Sub as the Company; WHEREAS, pursuant to the terms of the Certificate of Ownership and Merger, dated as of March 14, 1997, by and between the Successor and Old Knoll, Old Knoll merged with and into the Successor with the Successor being the surviving entity and being renamed "Knoll, Inc." (the "Merger"); WHEREAS, the provision of clause (i)(a) of the definition of Change of Control in the Indenture expressly contemplates that the Successor and Old Knoll could merge pursuant to Section 5.01 of the Indenture; WHEREAS, the Successor is planning to effectuate an initial public offering of the shares of capital stock of the Successor following the Merger;

EXHIBIT 4.3 THIS SUPPLEMENTAL INDENTURE No. 2 (the "Supplemental Indenture") dated as of March 14, 1997 among Knoll, Inc. (formerly T.K.G. Acquisition Corp.), a Delaware corporation, as successor (the "Successor") to Knoll, Inc., a Delaware corporation ("Old Knoll"), as the Company, Knoll Overseas, Inc., a Delaware corporation and Spinneybeck Enterprises, Inc., a New York corporation, (the "Guarantors"), and IBJ Schroder Bank & Trust Company, as Trustee. W I T N E S S E T H: WHEREAS, there has previously been executed and delivered to the Trustee an Indenture (the "Indenture") dated as of February 29, 1996 among T.K.G. Acquisition Sub, Inc., a Delaware corporation ("Sub"), as the Company, the Successor, the Guarantors, The Knoll Group, Inc., a Delaware corporation, and Knoll North America, Inc., a Delaware corporation, as guarantors and the Trustee, providing for the issuance of 10 7/8% Senior Subordinated Notes due 2006 (the "Notes"); WHEREAS, there has previously been executed and delivered to the Trustee Supplemental Indenture No. 1 dated as of February 29, 1996 among the Successor, Sub, Old Knoll, the Guarantors and the Trustee pursuant to which Old Knoll succeeded Sub as the Company; WHEREAS, pursuant to the terms of the Certificate of Ownership and Merger, dated as of March 14, 1997, by and between the Successor and Old Knoll, Old Knoll merged with and into the Successor with the Successor being the surviving entity and being renamed "Knoll, Inc." (the "Merger"); WHEREAS, the provision of clause (i)(a) of the definition of Change of Control in the Indenture expressly contemplates that the Successor and Old Knoll could merge pursuant to Section 5.01 of the Indenture; WHEREAS, the Successor is planning to effectuate an initial public offering of the shares of capital stock of the Successor following the Merger; WHEREAS, under the Indenture, the Successor, the Guarantors and the Trustee may enter into a supplemental indenture (i) to evidence the succession of another person to the Company and the assumption by such successor of the covenants of the Company contained in the Indenture and in the Notes and (ii) to cure any ambiguity therein, or to correct or supplement any provision thereof which may be inconsistent with any other provision thereof, provided that such actions do not adversely affect the legal rights of the Holder of Notes, which supplement, pursuant to Section 9.01 of the Indenture, does not require the consent of the Holders of Notes;

WHEREAS, the Successor wishes by this Supplemental Indenture to evidence its succession to the Company and its assumption of the covenants of the Company contained in the Indenture and the Notes; and WHEREAS, all acts and proceedings required by law and by the Indenture to constitute this Supplemental Indenture a valid and binding agreement for the uses and purposes set forth herein, in accordance with its terms, have been done and taken, and the execution of this Supplemental Indenture have been in all respects duly authorized by the Successor and the Guarantors; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor, the Guarantors and the Trustee hereby agree as follows: 1. The Successor hereby acknowledges and agrees that it has succeeded Old Knoll as the Company under the Indenture and the Notes, and does hereby assume and agree to perform each and every covenant of the Company contained in the Indenture and the Notes and does otherwise agree to be bound by and subject to the terms and provisions of the Indenture and the Notes in each and every respect as if it had been initially named as the Company therein. Without in any way limiting the generality of the foregoing, the Successor hereby agrees to be liable for the due and punctual payment of principal (and premium, if any) and interest (and Special Interest) on all the Notes.

WHEREAS, the Successor wishes by this Supplemental Indenture to evidence its succession to the Company and its assumption of the covenants of the Company contained in the Indenture and the Notes; and WHEREAS, all acts and proceedings required by law and by the Indenture to constitute this Supplemental Indenture a valid and binding agreement for the uses and purposes set forth herein, in accordance with its terms, have been done and taken, and the execution of this Supplemental Indenture have been in all respects duly authorized by the Successor and the Guarantors; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor, the Guarantors and the Trustee hereby agree as follows: 1. The Successor hereby acknowledges and agrees that it has succeeded Old Knoll as the Company under the Indenture and the Notes, and does hereby assume and agree to perform each and every covenant of the Company contained in the Indenture and the Notes and does otherwise agree to be bound by and subject to the terms and provisions of the Indenture and the Notes in each and every respect as if it had been initially named as the Company therein. Without in any way limiting the generality of the foregoing, the Successor hereby agrees to be liable for the due and punctual payment of principal (and premium, if any) and interest (and Special Interest) on all the Notes. 2. The Guarantors hereby agree, jointly and severally, that their respective Note Guarantees, including, without limitation, their Guarantees under Article XI of the Indenture of (i) the due and punctual payment of principal of, premium, if any, and interest (including Special Interest) in full on each Note when and as the same shall become due and payable whether at Stated Maturity, by declaration of acceleration, in connection with a Change of Control Offer, Asset Sale Offer or redemption, or otherwise, (ii) the due and punctual payment of interest on the overdue principal of, premium, if any, and interest, including Special Interest, if any, in full of each Note, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company and the other Guarantor to the Holders or the Trustee, including without limitation the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of the Notes and the Indenture, have not been amended, modified, rescinded or revoked in any respect whatsoever since their undertaking and remain in full force and effect upon the execution and delivery of this Supplemental Indenture. 3. The Notes issued on or after the effective date of the Merger shall bear a legend to the effect that: "On March 14, 1997, Knoll, Inc., a Delaware corporation (the "Predecessor"), merged with and into T.K.G. Acquisition Corp., a Delaware -2-

corporation (the "Successor"), which changed its name to Knoll, Inc. (the "Merger"). Immediately following the Merger, the Successor executed a supplemental indenture no. 2, dated as of March 14, 1997, among the Successor, the Guarantors (as defined therein) and the Trustee, under which the Successor acknowledged and agreed that it had succeeded the Predecessor as the Company under the Indenture and the Notes, agreed to perform each and every covenant of the Company contained in the Indenture and the Notes and agreed to be bound by and subject to the terms and provision of the Indenture and the Notes in each and every respect as if it had been initially named as the Company in the Indenture and the Notes." 4. Section 4.17 of the Indenture is amended by inserting the following sentence as a new last sentence thereof: "The provisions of this Section 4.17 shall not prevent, and shall terminate upon a merger of Knoll, Inc. into TKG so long as such merger otherwise complies with the provisions of Section 5.01." 5. The Successor hereby represents and warrants to the Trustee that as of the date hereof: a. the Successor is a corporation validly existing and in good standing under the laws of the State of Delaware; and

corporation (the "Successor"), which changed its name to Knoll, Inc. (the "Merger"). Immediately following the Merger, the Successor executed a supplemental indenture no. 2, dated as of March 14, 1997, among the Successor, the Guarantors (as defined therein) and the Trustee, under which the Successor acknowledged and agreed that it had succeeded the Predecessor as the Company under the Indenture and the Notes, agreed to perform each and every covenant of the Company contained in the Indenture and the Notes and agreed to be bound by and subject to the terms and provision of the Indenture and the Notes in each and every respect as if it had been initially named as the Company in the Indenture and the Notes." 4. Section 4.17 of the Indenture is amended by inserting the following sentence as a new last sentence thereof: "The provisions of this Section 4.17 shall not prevent, and shall terminate upon a merger of Knoll, Inc. into TKG so long as such merger otherwise complies with the provisions of Section 5.01." 5. The Successor hereby represents and warrants to the Trustee that as of the date hereof: a. the Successor is a corporation validly existing and in good standing under the laws of the State of Delaware; and b. no Default or Event of Default will result from the Merger or the execution and delivery of this Supplemental Indenture. 6. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not any particular Section of this Supplemental Indenture. 7. The Trustee accepts the amendment to the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture, as hereby amended, but only upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit the Trustee's liabilities in the performance of the trust created by the Indenture, as hereby amended, and, without limiting the generality of the foregoing, the Trustee has no responsibility for the correctness of recitals of fact herein contained which shall be taken as the statements of the Successor and each Guarantor and makes no representations as to the validity or sufficiency of this Supplemental Indenture and shall incur no -3-

liability or responsibility in respect of the validity thereof. In furtherance thereof, the Successor shall indemnify the Trustee and hold it harmless against any and all loss, damage, claim, liability or expense (including reasonable attorneys' fees and expenses) arising out of or incurred by it in connection with its acceptance and execution of this Supplemental Indenture. Notwithstanding the foregoing, the Successor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith. 8. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. 9. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore and hereafter authenticated and delivered shall be bound hereby. 10. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of such counterparts shall together constitute one and the same instrument. 11. This Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New

liability or responsibility in respect of the validity thereof. In furtherance thereof, the Successor shall indemnify the Trustee and hold it harmless against any and all loss, damage, claim, liability or expense (including reasonable attorneys' fees and expenses) arising out of or incurred by it in connection with its acceptance and execution of this Supplemental Indenture. Notwithstanding the foregoing, the Successor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith. 8. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. 9. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore and hereafter authenticated and delivered shall be bound hereby. 10. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of such counterparts shall together constitute one and the same instrument. 11. This Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with such laws. -4-

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written. KNOLL, INC. (formerly T.K.G. ACQUISITION CORP.)
By /s/ Douglas J. Purdom ____________________________ Name: Douglas J. Purdom Title: Senior Vice President and Chief Financial Officer

KNOLL, INC.
By /s/ Douglas J. Purdom ____________________________ Name: Douglas J. Purdom Title: Senior Vice President and Chief Financial Officer

KNOLL OVERSEAS, INC.
By /s/ Douglas J. Purdom ____________________________ Name: Douglas J. Purdom Title: Senior Vice President and Chief Financial Officer

SPINNEYBECK ENTERPRISES, INC.
By /s/ Douglas J. Purdom ____________________________ Name: Douglas J. Purdom

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written. KNOLL, INC. (formerly T.K.G. ACQUISITION CORP.)
By /s/ Douglas J. Purdom ____________________________ Name: Douglas J. Purdom Title: Senior Vice President and Chief Financial Officer

KNOLL, INC.
By /s/ Douglas J. Purdom ____________________________ Name: Douglas J. Purdom Title: Senior Vice President and Chief Financial Officer

KNOLL OVERSEAS, INC.
By /s/ Douglas J. Purdom ____________________________ Name: Douglas J. Purdom Title: Senior Vice President and Chief Financial Officer

SPINNEYBECK ENTERPRISES, INC.
By /s/ Douglas J. Purdom ____________________________ Name: Douglas J. Purdom Title: Senior Vice President and Chief Financial Officer

IBJ SCHRODER BANK & TRUST COMPANY, as Trustee
By /s/ Barbara McCluskey ____________________________ Name: Barbara McCluskey Title: Vice President

-5-

EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement is dated as of February 29, 1996, and is entered into between T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and Burton B. Staniar ("Executive").

EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement is dated as of February 29, 1996, and is entered into between T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and Burton B. Staniar ("Executive"). WHEREAS, Executive and the Company desire to embody in this Agreement the terms and conditions of Executive's employment by the Company. NOW, THEREFORE, the parties hereby agree: ARTICLE I Employment, Duties and Responsibilities 1.01. Employment. The Company shall employ Executive as Chairman and Chief Executive Officer of the Company. Executive hereby accepts such employment. Executive agrees to devote his full business time and efforts to promote the interests of the Company. 1.02. Duties and Responsibilities. Executive shall have such duties and responsibilities as are customarily associated with such position and as are assigned to the Executive from time to time by the Board of Directors of the Company (the "Board"). Executive and the Company agree that the Company may assign all or part of its rights and obligations under this Agreement, other than those set forth under Sections 1.03 hereof, to its principal United States operating subsidiary, and Executive consents to any such assignment and agrees that he will perform all of his duties and responsibilities for such assignee in the manner directed by its Board of Directors, unless otherwise directed by the Board. Executive shall in any event perform such additional services, without the receipt of additional compensation, with respect to the Company's subsidiaries as are assigned from time to time by the Board. 1.03 Member of the Board. During the Term (as defined below), prior to any stockholder meeting at which directors will be elected (or prior to the circulation of any written consent in respect of the election of directors), the Company shall nominate Executive to be a member of the Board and of the Board of Directors of the Company's principal United States operating subsidiary.

ARTICLE II Term 2.01. Term. (a) The term of this Agreement (the "Term") shall commence on the date of the closing of the acquisition (the "Acquisition") by the Company of the Knoll companies from Westinghouse Electric Corporation and shall continue for a period of one year from such date; provided, however, that the term of the Executive's employment shall be automatically extended without further action of either party for successive additional periods of one year, unless written notice of either party's intention not to extend has been given to the other party at least sixty (60) days prior to the expiration of the then effective term. (b) Executive represents and warrants to the Company that to the best of his knowledge, neither the execution and delivery of this Agreement nor the performance of his duties hereunder violates or will violate the provisions of any other agreement to which he is a party or by which he is bound. ARTICLE III Compensation and Expenses 3.01. Salary, Bonuses and Benefits. As compensation and consideration for the performance by Executive of his

ARTICLE II Term 2.01. Term. (a) The term of this Agreement (the "Term") shall commence on the date of the closing of the acquisition (the "Acquisition") by the Company of the Knoll companies from Westinghouse Electric Corporation and shall continue for a period of one year from such date; provided, however, that the term of the Executive's employment shall be automatically extended without further action of either party for successive additional periods of one year, unless written notice of either party's intention not to extend has been given to the other party at least sixty (60) days prior to the expiration of the then effective term. (b) Executive represents and warrants to the Company that to the best of his knowledge, neither the execution and delivery of this Agreement nor the performance of his duties hereunder violates or will violate the provisions of any other agreement to which he is a party or by which he is bound. ARTICLE III Compensation and Expenses 3.01. Salary, Bonuses and Benefits. As compensation and consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof): (a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term. (b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith. 2

(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365. (d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period. (e) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term.

(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365. (d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period. (e) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term. (f) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a 3

reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition. 3.02. Expenses. The Company will reimburse Executive for reasonable business-related expenses incurred by him in connection with the performance of his duties hereunder during the Term, subject, however, to the Company's policies relating to business-related expenses as in effect from time to time during the Term. 3.03. Parachute Gross-Up. The sole shareholder of the Company has previously approved the making of all payments due under or pursuant to this Agreement after having received full disclosure of all material facts concerning such payments. As a result, the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") are expected to be inapplicable. Notwithstanding anything to the contrary in this Agreement and in addition to any other compensation or other amount payable by the Company to the Executive pursuant to this Agreement or otherwise, if it shall be determined that, notwithstanding such shareholder approval, any payment or distribution by the Company to or for the benefit of the Executive, pursuant to the terms of this Agreement or otherwise or resulting from the accelerated vesting of shares of common stock or options to acquire common stock of the Company (a "Payment"), are subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes on the Gross-Up Payment, (including any interest or penalties imposed with respect to such taxes, and any Excise Tax imposed upon the Gross-Up Payment), the Executive retains an amount of the Gross-Up

reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition. 3.02. Expenses. The Company will reimburse Executive for reasonable business-related expenses incurred by him in connection with the performance of his duties hereunder during the Term, subject, however, to the Company's policies relating to business-related expenses as in effect from time to time during the Term. 3.03. Parachute Gross-Up. The sole shareholder of the Company has previously approved the making of all payments due under or pursuant to this Agreement after having received full disclosure of all material facts concerning such payments. As a result, the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") are expected to be inapplicable. Notwithstanding anything to the contrary in this Agreement and in addition to any other compensation or other amount payable by the Company to the Executive pursuant to this Agreement or otherwise, if it shall be determined that, notwithstanding such shareholder approval, any payment or distribution by the Company to or for the benefit of the Executive, pursuant to the terms of this Agreement or otherwise or resulting from the accelerated vesting of shares of common stock or options to acquire common stock of the Company (a "Payment"), are subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes on the Gross-Up Payment, (including any interest or penalties imposed with respect to such taxes, and any Excise Tax imposed upon the Gross-Up Payment), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Executive's employment or otherwise (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Payments. All determinations required to be made under this Section, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the Company's 4

independent accountants. If the Internal Revenue Service determines that Excise Tax is larger than the amount calculated by the Company's accountants, and the Company does not contest such determination and prevail in such contest at its own expense, the Gross-Up Payment due the Executive shall be recalculated and any additional amounts owed Executive shall be promptly paid to him. ARTICLE IV Exclusivity, Etc. 4.01. Exclusivity. Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. Executive agrees that he will devote his entire working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term. Executive also agrees that he will not engage in any other business activities, pursued for gain, profit or other pecuniary advantage, that are competitive with the activities of the Company, except as permitted in Section 4.02 below. Executive agrees that all of his activities as an employee of the Company shall be in conformity with all policies, rules and regulations and directions of the Company not inconsistent with this Agreement. 4.02. Other Business Ventures. Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business

independent accountants. If the Internal Revenue Service determines that Excise Tax is larger than the amount calculated by the Company's accountants, and the Company does not contest such determination and prevail in such contest at its own expense, the Gross-Up Payment due the Executive shall be recalculated and any additional amounts owed Executive shall be promptly paid to him. ARTICLE IV Exclusivity, Etc. 4.01. Exclusivity. Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. Executive agrees that he will devote his entire working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term. Executive also agrees that he will not engage in any other business activities, pursued for gain, profit or other pecuniary advantage, that are competitive with the activities of the Company, except as permitted in Section 4.02 below. Executive agrees that all of his activities as an employee of the Company shall be in conformity with all policies, rules and regulations and directions of the Company not inconsistent with this Agreement. 4.02. Other Business Ventures. Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market. 4.03. Confidentiality; Non-competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, any customer lists, details of contracts with or requirements of customers, any information pertaining to the Company's financial records, computer systems and software, sales or marketing plans, or any other written information treated as confidential or as a trade secret by the Company, which he may have learned or acquired in connection with his employment (collectively, "Confidential Information"). Executive's obligation under this Section 4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company or any predecessor of the Company with which he was employed, as evidenced by written records of Executive or (iv) is 5

hereafter disclosed to Executive by a third party which, to Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any notes, memoranda, papers, documents, correspondence or writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any Confidential Information ("Documents"). Executive recognizes that all such Documents, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such Confidential Information, including without limitation all Documents, correspondence, and any other property held by him or under his control in relation to the business or affairs of the Company, and no copy of any Confidential Information shall be retained by him. (b) Upon any termination of Executive's employment with the Company, the Executive shall not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or otherwise, (i) engage in any business activities which are competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce,

hereafter disclosed to Executive by a third party which, to Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any notes, memoranda, papers, documents, correspondence or writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any Confidential Information ("Documents"). Executive recognizes that all such Documents, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such Confidential Information, including without limitation all Documents, correspondence, and any other property held by him or under his control in relation to the business or affairs of the Company, and no copy of any Confidential Information shall be retained by him. (b) Upon any termination of Executive's employment with the Company, the Executive shall not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or otherwise, (i) engage in any business activities which are competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. (c) Executive agrees that, at any time and from time to time during and after the Term, he will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.03. 4.04. Equitable Relief. Executive and the Company agree that the restrictions, prohibitions and other provisions of Article IV of this Agreement are reasonable, fair, and equitable in scope, terms, and duration, are necessary to protect the legitimate business interests of the Company and are a material inducement to the Company to enter into this Agreement. The Company and the Executive recognize that the services to be 6

rendered under this Agreement by the Executive are special, unique and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior consent of the Board, shall leave his employment for any reason and take any action in violation of this Article IV, the Company will be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 4.05 below, to enjoin the Executive from breaching the provisions of Article IV. In such action, the Company will not be required to plead or prove irreparable harm or lack of an adequate remedy at law. Nothing contained in this Article IV shall be construed to prevent the Company from seeking such other remedy in arbitration in case of any breach of this Agreement by the Executive, as the Company may elect. 4.05. Submission to Jurisdiction. Any proceeding or action must be commenced in the federal courts, or in the absence of federal jurisdiction in state court, in either case in New York. The Executive and the Company irrevocably and unconditionally submit to the jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy or which shall be conclusive evidence of the fact and the account of any liability of the Executive or the Company therein described, or by appropriate proceedings under an applicable treaty or otherwise.

rendered under this Agreement by the Executive are special, unique and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior consent of the Board, shall leave his employment for any reason and take any action in violation of this Article IV, the Company will be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 4.05 below, to enjoin the Executive from breaching the provisions of Article IV. In such action, the Company will not be required to plead or prove irreparable harm or lack of an adequate remedy at law. Nothing contained in this Article IV shall be construed to prevent the Company from seeking such other remedy in arbitration in case of any breach of this Agreement by the Executive, as the Company may elect. 4.05. Submission to Jurisdiction. Any proceeding or action must be commenced in the federal courts, or in the absence of federal jurisdiction in state court, in either case in New York. The Executive and the Company irrevocably and unconditionally submit to the jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy or which shall be conclusive evidence of the fact and the account of any liability of the Executive or the Company therein described, or by appropriate proceedings under an applicable treaty or otherwise. 7

ARTICLE V Termination 5.01. Termination by the Company. The Company shall have the right to terminate Executive's employment at any time, with or without "Cause". For purposes of this Agreement, "Cause" shall mean (i) the substantial and continued failure of Executive to perform material duties reasonably required of Executive by the Board (it being understood that a failure to attain performance objectives shall not be treated as a failure to perform material duties for purpose of this clause (i)) for a period of not less than 30 consecutive days, provided notice in writing from the Board is given to Executive specifying in reasonable detail the circumstances constituting such substantial and continued failure, (ii) conduct substantially disloyal to the Company which conduct is identified in reasonable detail by notice in writing from the Board and which conduct, if susceptible of cure, is not remedied by Executive within 30 days of Executive's receipt of such notice, (iii) any act of fraud, embezzlement or misappropriation against the Company, or (iv) the conviction of Executive of a felony. 5.02. Death. In the event Executive dies during the Term, his employment shall automatically terminate effective on the date of his death. 5.03. Disability. In the event that Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least 90 consecutive days, or 180 nonconsecutive days within any 365 day period, the Company shall have the right to terminate Executive's employment for "Disability," such termination to be effective upon the giving of notice thereof to Executive in accordance with Section 6.03 hereof. 5.04. Compensation upon Termination. (a) In the event of termination of Executive's employment by the Company (other than for Cause or Disability), or in the event of termination of Executive's employment by the Company as a result of the Company's failure to renew this Agreement, or in the event of a termination of Executive's employment by Executive following a breach of a material provision of this Agreement by the Company, provided that the Executive has given advance written notice to the Company, identifying the basis for the breach in reasonable detail and, except in the event of a failure to pay Base Salary, giving the Company 30 days' opportunity to cure, the Company shall pay Executive an amount equal to 125% of the Executive's then current Base Salary, in twelve equal monthly installments following the date of such termination. (b) The Executive's rights upon termination of employment with respect to stock options or other incentive

ARTICLE V Termination 5.01. Termination by the Company. The Company shall have the right to terminate Executive's employment at any time, with or without "Cause". For purposes of this Agreement, "Cause" shall mean (i) the substantial and continued failure of Executive to perform material duties reasonably required of Executive by the Board (it being understood that a failure to attain performance objectives shall not be treated as a failure to perform material duties for purpose of this clause (i)) for a period of not less than 30 consecutive days, provided notice in writing from the Board is given to Executive specifying in reasonable detail the circumstances constituting such substantial and continued failure, (ii) conduct substantially disloyal to the Company which conduct is identified in reasonable detail by notice in writing from the Board and which conduct, if susceptible of cure, is not remedied by Executive within 30 days of Executive's receipt of such notice, (iii) any act of fraud, embezzlement or misappropriation against the Company, or (iv) the conviction of Executive of a felony. 5.02. Death. In the event Executive dies during the Term, his employment shall automatically terminate effective on the date of his death. 5.03. Disability. In the event that Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least 90 consecutive days, or 180 nonconsecutive days within any 365 day period, the Company shall have the right to terminate Executive's employment for "Disability," such termination to be effective upon the giving of notice thereof to Executive in accordance with Section 6.03 hereof. 5.04. Compensation upon Termination. (a) In the event of termination of Executive's employment by the Company (other than for Cause or Disability), or in the event of termination of Executive's employment by the Company as a result of the Company's failure to renew this Agreement, or in the event of a termination of Executive's employment by Executive following a breach of a material provision of this Agreement by the Company, provided that the Executive has given advance written notice to the Company, identifying the basis for the breach in reasonable detail and, except in the event of a failure to pay Base Salary, giving the Company 30 days' opportunity to cure, the Company shall pay Executive an amount equal to 125% of the Executive's then current Base Salary, in twelve equal monthly installments following the date of such termination. (b) The Executive's rights upon termination of employment with respect to stock options or other incentive awards shall be governed by the terms and conditions of any stock 8

option agreements or as established by the Company with respect to such awards. (c) Upon termination of Employment for any reason, Executive shall be entitled to continued coverage under the Company's health, disability and medical benefits for the greater of (i) the period provided under applicable law (but only to the extent the Executive takes whatever actions are required of him under applicable law to secure such continued coverage) or (ii) 90 days from the date of termination; provided that nothing in this Section 5.04 shall affect Executive's continuing entitlement under any disability insurance policy if Executive's employment is terminated by the Company for Disability. Notwithstanding the preceding sentence, if the Executive's employment is terminated under the circumstances described in Section 5.04(a), such continued coverage shall be provided on the same basis as for active employees for a period of one year from the date of termination. (d) Except as provided in this Section 5.04, Executive shall not be entitled to compensation as a result of any termination of his employment with the Company. ARTICLE VI Miscellaneous

option agreements or as established by the Company with respect to such awards. (c) Upon termination of Employment for any reason, Executive shall be entitled to continued coverage under the Company's health, disability and medical benefits for the greater of (i) the period provided under applicable law (but only to the extent the Executive takes whatever actions are required of him under applicable law to secure such continued coverage) or (ii) 90 days from the date of termination; provided that nothing in this Section 5.04 shall affect Executive's continuing entitlement under any disability insurance policy if Executive's employment is terminated by the Company for Disability. Notwithstanding the preceding sentence, if the Executive's employment is terminated under the circumstances described in Section 5.04(a), such continued coverage shall be provided on the same basis as for active employees for a period of one year from the date of termination. (d) Except as provided in this Section 5.04, Executive shall not be entitled to compensation as a result of any termination of his employment with the Company. ARTICLE VI Miscellaneous 6.01. Mitigation; Offset. Executive shall not be required to mitigate damages resulting from his termination of employment and, during such time, the amounts payable to Executive pursuant to Article V of this Agreement shall not be offset or reduced by any other compensation earned by Executive. 6.02. Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, including, without limitation, any corporation or person which may acquire all or substantially all of the Company's assets or business, or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive's estate. (b) The Company shall require any successor (whether direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the 9

same extent that the Company would be required to perform it if no such succession had taken place. 6.03. Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by telegram or telecopier or by registered or certified mail, postage prepaid, with return receipt requested, addressed: (a) in the case of the Company to: T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, NY 10017, Attention: Jeffrey A. Harris, tel: (212) 878-0638; fax: (212) 878-9351, or to such other address and/or to the attention of such other person as the Company shall designate by written notice to Executive; and (b) in the case of Executive, to: Burton B. Staniar, 23 Glendon Road, Ho-Ho-Kus, NJ 07423, tel: (201) 447-5716; fax: (201) 612-9531, or to such other address as Executive shall designate by written notice to the Company, with a copy to F. George Davitt, Testa, Hurwitz & Thibeault, 125 High Street, Boston, MA 02110, tel: (617) 248-7000, fax: (617) 248-7100. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given. 6.04. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of Executive's employment during the term and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to compensation due for services rendered hereunder. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto.

same extent that the Company would be required to perform it if no such succession had taken place. 6.03. Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by telegram or telecopier or by registered or certified mail, postage prepaid, with return receipt requested, addressed: (a) in the case of the Company to: T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, NY 10017, Attention: Jeffrey A. Harris, tel: (212) 878-0638; fax: (212) 878-9351, or to such other address and/or to the attention of such other person as the Company shall designate by written notice to Executive; and (b) in the case of Executive, to: Burton B. Staniar, 23 Glendon Road, Ho-Ho-Kus, NJ 07423, tel: (201) 447-5716; fax: (201) 612-9531, or to such other address as Executive shall designate by written notice to the Company, with a copy to F. George Davitt, Testa, Hurwitz & Thibeault, 125 High Street, Boston, MA 02110, tel: (617) 248-7000, fax: (617) 248-7100. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given. 6.04. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of Executive's employment during the term and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to compensation due for services rendered hereunder. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto. 6.05. Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof. 6.06. Headings. The Article and Section headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 6.07. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York without reference to the principles of conflict of laws. 6.08. Agreement to Take Actions. Each party hereto shall execute and deliver such documents, certificates, agreements and other instruments, and shall take such other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement or to effectuate the purposes hereof. 10 6.09. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. 6.10. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect. 6.11. Information Rights. Until the earlier of (i) such time as Executive no longer owns at least 50% of the shares of the Company's capital stock purchased by Executive pursuant to the Management Subscription Agreement, dated as of the date hereof, between Executive and the Company, (ii) an Initial Public Offering (as defined in the Stockholders Agreement referred to below), (iii) the termination of Executive's employment with the Company for Cause (as defined below), and (iv) Executive's employment by, or provision of consulting services to, a competitor of the Company or any of its subsidiaries, the Company shall provide Executive with the information set forth in Section 5(a) of the Stockholders Agreement (Common Stock and Preferred Stock), dated as of the date hereof, among the Company, Executive and certain other stockholders of the Company. For purposes of this paragraph, "Cause" shall having the meaning set forth in clauses (iii) and (iv) only in Section 5.01 of this Agreement. 6.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 11

6.09. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. 6.10. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect. 6.11. Information Rights. Until the earlier of (i) such time as Executive no longer owns at least 50% of the shares of the Company's capital stock purchased by Executive pursuant to the Management Subscription Agreement, dated as of the date hereof, between Executive and the Company, (ii) an Initial Public Offering (as defined in the Stockholders Agreement referred to below), (iii) the termination of Executive's employment with the Company for Cause (as defined below), and (iv) Executive's employment by, or provision of consulting services to, a competitor of the Company or any of its subsidiaries, the Company shall provide Executive with the information set forth in Section 5(a) of the Stockholders Agreement (Common Stock and Preferred Stock), dated as of the date hereof, among the Company, Executive and certain other stockholders of the Company. For purposes of this paragraph, "Cause" shall having the meaning set forth in clauses (iii) and (iv) only in Section 5.01 of this Agreement. 6.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 11

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the date first above written. T.K.G. Acquisition Corp.
By: /s/ Barry L. McCabe ________________________________ Name: Title: /s/ Burton B. Staniar ________________________________ Burton B. Staniar

12

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement is dated as of February 29, 1996, and is entered into between T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and John H. Lynch ("Executive"). WHEREAS, Executive and the Company desire to embody in this Agreement the terms and conditions of Executive's employment by the Company. NOW, THEREFORE, the parties hereby agree: ARTICLE I Employment, Duties and Responsibilities 1.01. Employment. The Company shall employ Executive as Vice- Chairman and President of the Company. Executive hereby accepts such employment. Executive agrees to devote his full business time and efforts to

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the date first above written. T.K.G. Acquisition Corp.
By: /s/ Barry L. McCabe ________________________________ Name: Title: /s/ Burton B. Staniar ________________________________ Burton B. Staniar

12

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement is dated as of February 29, 1996, and is entered into between T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and John H. Lynch ("Executive"). WHEREAS, Executive and the Company desire to embody in this Agreement the terms and conditions of Executive's employment by the Company. NOW, THEREFORE, the parties hereby agree: ARTICLE I Employment, Duties and Responsibilities 1.01. Employment. The Company shall employ Executive as Vice- Chairman and President of the Company. Executive hereby accepts such employment. Executive agrees to devote his full business time and efforts to promote the interests of the Company. 1.02. Duties and Responsibilities. Executive shall have such duties and responsibilities as are customarily associated with such position and as are assigned to the Executive from time to time by the Board of Directors of the Company (the "Board"). Executive and the Company agree that the Company may assign all or part of its rights and obligations under this Agreement, other than those set forth under Sections 1.03 hereof, to its principal United States operating subsidiary, and Executive consents to any such assignment and agrees that he will perform all of his duties and responsibilities for such assignee in the manner directed by its Board of Directors, unless otherwise directed by the Board. Executive shall in any event perform such additional services, without the receipt of additional compensation, with respect to the Company's subsidiaries as are assigned from time to time by the Board. 1.03 Member of the Board. During the Term (as defined below), prior to any stockholder meeting at which directors will be elected (or prior to the circulation of any written consent in respect of the election of directors), the Company shall nominate Executive to be a member of the Board and of the Board of Directors of the Company's principal United States operating subsidiary.

ARTICLE II Term 2.01. Term. (a) The term of this Agreement (the "Term") shall

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement is dated as of February 29, 1996, and is entered into between T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and John H. Lynch ("Executive"). WHEREAS, Executive and the Company desire to embody in this Agreement the terms and conditions of Executive's employment by the Company. NOW, THEREFORE, the parties hereby agree: ARTICLE I Employment, Duties and Responsibilities 1.01. Employment. The Company shall employ Executive as Vice- Chairman and President of the Company. Executive hereby accepts such employment. Executive agrees to devote his full business time and efforts to promote the interests of the Company. 1.02. Duties and Responsibilities. Executive shall have such duties and responsibilities as are customarily associated with such position and as are assigned to the Executive from time to time by the Board of Directors of the Company (the "Board"). Executive and the Company agree that the Company may assign all or part of its rights and obligations under this Agreement, other than those set forth under Sections 1.03 hereof, to its principal United States operating subsidiary, and Executive consents to any such assignment and agrees that he will perform all of his duties and responsibilities for such assignee in the manner directed by its Board of Directors, unless otherwise directed by the Board. Executive shall in any event perform such additional services, without the receipt of additional compensation, with respect to the Company's subsidiaries as are assigned from time to time by the Board. 1.03 Member of the Board. During the Term (as defined below), prior to any stockholder meeting at which directors will be elected (or prior to the circulation of any written consent in respect of the election of directors), the Company shall nominate Executive to be a member of the Board and of the Board of Directors of the Company's principal United States operating subsidiary.

ARTICLE II Term 2.01. Term. (a) The term of this Agreement (the "Term") shall commence on the date of the closing of the acquisition (the "Acquisition") by the Company of the Knoll companies from Westinghouse Electric Corporation and shall continue for a period of one year from such date; provided, however, that the term of the Executive's employment shall be automatically extended without further action of either party for successive additional periods of one year, unless written notice of either party's intention not to extend has been given to the other party at least sixty (60) days prior to the expiration of the then effective term. (b) Executive represents and warrants to the Company that to the best of his knowledge, neither the execution and delivery of this Agreement nor the performance of his duties hereunder violates or will violate the provisions of any other agreement to which he is a party or by which he is bound. ARTICLE III Compensation and Expenses 3.01. Salary, Bonuses and Benefits. As compensation and consideration for the performance by Executive of his

ARTICLE II Term 2.01. Term. (a) The term of this Agreement (the "Term") shall commence on the date of the closing of the acquisition (the "Acquisition") by the Company of the Knoll companies from Westinghouse Electric Corporation and shall continue for a period of one year from such date; provided, however, that the term of the Executive's employment shall be automatically extended without further action of either party for successive additional periods of one year, unless written notice of either party's intention not to extend has been given to the other party at least sixty (60) days prior to the expiration of the then effective term. (b) Executive represents and warrants to the Company that to the best of his knowledge, neither the execution and delivery of this Agreement nor the performance of his duties hereunder violates or will violate the provisions of any other agreement to which he is a party or by which he is bound. ARTICLE III Compensation and Expenses 3.01. Salary, Bonuses and Benefits. As compensation and consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof): (a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term. (b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith. 2

(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365. (g) (d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period. (e) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term.

(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365. (g) (d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period. (e) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term. (f) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and 3

officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition. 3.02. Expenses. The Company will reimburse Executive for reasonable business-related expenses incurred by him in connection with the performance of his duties hereunder during the Term, subject, however, to the Company's policies relating to business-related expenses as in effect from time to time during the Term. 3.03. Parachute Gross-Up. The sole shareholder of the Company has previously approved the making of all payments due under or pursuant to this Agreement after having received full disclosure of all material facts concerning such payments. As a result, the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") are expected to be inapplicable. Notwithstanding anything to the contrary in this Agreement and in addition to any other compensation or other amount payable by the Company to the Executive pursuant to this Agreement or otherwise, if it shall be determined that, notwithstanding such shareholder approval, any payment or distribution by the Company to or for the benefit of the Executive, pursuant to the terms of this Agreement or otherwise or resulting from the accelerated vesting of shares of common stock or options to acquire common stock of the Company (a "Payment"), are subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes on the Gross-Up Payment, (including any interest or penalties imposed with respect to such taxes, and any Excise Tax imposed upon the Gross-Up Payment), the Executive retains an amount of the Gross-Up

officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition. 3.02. Expenses. The Company will reimburse Executive for reasonable business-related expenses incurred by him in connection with the performance of his duties hereunder during the Term, subject, however, to the Company's policies relating to business-related expenses as in effect from time to time during the Term. 3.03. Parachute Gross-Up. The sole shareholder of the Company has previously approved the making of all payments due under or pursuant to this Agreement after having received full disclosure of all material facts concerning such payments. As a result, the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") are expected to be inapplicable. Notwithstanding anything to the contrary in this Agreement and in addition to any other compensation or other amount payable by the Company to the Executive pursuant to this Agreement or otherwise, if it shall be determined that, notwithstanding such shareholder approval, any payment or distribution by the Company to or for the benefit of the Executive, pursuant to the terms of this Agreement or otherwise or resulting from the accelerated vesting of shares of common stock or options to acquire common stock of the Company (a "Payment"), are subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes on the Gross-Up Payment, (including any interest or penalties imposed with respect to such taxes, and any Excise Tax imposed upon the Gross-Up Payment), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Executive's employment or otherwise (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Payments. All determinations required to be made under this Section, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the Company's independent accountants. If the Internal Revenue Service 4

determines that Excise Tax is larger than the amount calculated by the Company's accountants, and the Company does not contest such determination and prevail in such contest at its own expense, the Gross-Up Payment due the Executive shall be recalculated and any additional amounts owed Executive shall be promptly paid to him. ARTICLE IV Exclusivity, Etc. 4.01. Exclusivity. Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. Executive agrees that he will devote his entire working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term. Executive also agrees that he will not engage in any other business activities, pursued for gain, profit or other pecuniary advantage, that are competitive with the activities of the Company, except as permitted in Section 4.02 below. Executive agrees that all of his activities as an employee of the Company shall be in conformity with all policies, rules and regulations and directions of the Company not inconsistent with this Agreement. 4.02. Other Business Ventures. Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market.

determines that Excise Tax is larger than the amount calculated by the Company's accountants, and the Company does not contest such determination and prevail in such contest at its own expense, the Gross-Up Payment due the Executive shall be recalculated and any additional amounts owed Executive shall be promptly paid to him. ARTICLE IV Exclusivity, Etc. 4.01. Exclusivity. Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. Executive agrees that he will devote his entire working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term. Executive also agrees that he will not engage in any other business activities, pursued for gain, profit or other pecuniary advantage, that are competitive with the activities of the Company, except as permitted in Section 4.02 below. Executive agrees that all of his activities as an employee of the Company shall be in conformity with all policies, rules and regulations and directions of the Company not inconsistent with this Agreement. 4.02. Other Business Ventures. Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market. 4.03. Confidentiality; Non-competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, any customer lists, details of contracts with or requirements of customers, any information pertaining to the Company's financial records, computer systems and software, sales or marketing plans, or any other written information treated as confidential or as a trade secret by the Company, which he may have learned or acquired in connection with his employment (collectively, "Confidential Information"). Executive's obligation under this Section 4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company or any predecessor of the Company with which he was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to 5

Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any notes, memoranda, papers, documents, correspondence or writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any Confidential Information ("Documents"). Executive recognizes that all such Documents, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such Confidential Information, including without limitation all Documents, correspondence, and any other property held by him or under his control in relation to the business or affairs of the Company, and no copy of any Confidential Information shall be retained by him. (b) Upon any termination of Executive's employment with the Company, the Executive shall not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or otherwise, (i) engage in any business activities which are competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or

Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any notes, memoranda, papers, documents, correspondence or writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any Confidential Information ("Documents"). Executive recognizes that all such Documents, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such Confidential Information, including without limitation all Documents, correspondence, and any other property held by him or under his control in relation to the business or affairs of the Company, and no copy of any Confidential Information shall be retained by him. (b) Upon any termination of Executive's employment with the Company, the Executive shall not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or otherwise, (i) engage in any business activities which are competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. (c) Executive agrees that, at any time and from time to time during and after the Term, he will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.03. 4.04. Equitable Relief. Executive and the Company agree that the restrictions, prohibitions and other provisions of Article IV of this Agreement are reasonable, fair, and equitable in scope, terms, and duration, are necessary to protect the legitimate business interests of the Company and are a material inducement to the Company to enter into this Agreement. The Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, 6

unique and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior consent of the Board, shall leave his employment for any reason and take any action in violation of this Article IV, the Company will be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 4.05 below, to enjoin the Executive from breaching the provisions of Article IV. In such action, the Company will not be required to plead or prove irreparable harm or lack of an adequate remedy at law. Nothing contained in this Article IV shall be construed to prevent the Company from seeking such other remedy in arbitration in case of any breach of this Agreement by the Executive, as the Company may elect. 4.05. Submission to Jurisdiction. Any proceeding or action must be commenced in the federal courts, or in the absence of federal jurisdiction in state court, in either case in New York. The Executive and the Company irrevocably and unconditionally submit to the jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy or which shall be conclusive evidence of the fact and the account of any liability of the Executive or the Company therein described, or by appropriate proceedings under an applicable treaty or otherwise.

unique and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior consent of the Board, shall leave his employment for any reason and take any action in violation of this Article IV, the Company will be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 4.05 below, to enjoin the Executive from breaching the provisions of Article IV. In such action, the Company will not be required to plead or prove irreparable harm or lack of an adequate remedy at law. Nothing contained in this Article IV shall be construed to prevent the Company from seeking such other remedy in arbitration in case of any breach of this Agreement by the Executive, as the Company may elect. 4.05. Submission to Jurisdiction. Any proceeding or action must be commenced in the federal courts, or in the absence of federal jurisdiction in state court, in either case in New York. The Executive and the Company irrevocably and unconditionally submit to the jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy or which shall be conclusive evidence of the fact and the account of any liability of the Executive or the Company therein described, or by appropriate proceedings under an applicable treaty or otherwise. 7

ARTICLE V Termination 5.01. Termination by the Company. The Company shall have the right to terminate Executive's employment at any time, with or without "Cause". For purposes of this Agreement, "Cause" shall mean (i) the substantial and continued failure of Executive to perform material duties reasonably required of Executive by the Board (it being understood that a failure to attain performance objectives shall not be treated as a failure to perform material duties for purpose of this clause (i)) for a period of not less than 30 consecutive days, provided notice in writing from the Board is given to Executive specifying in reasonable detail the circumstances constituting such substantial and continued failure, (ii) conduct substantially disloyal to the Company which conduct is identified in reasonable detail by notice in writing from the Board and which conduct, if susceptible of cure, is not remedied by Executive within 30 days of Executive's receipt of such notice, (iii) any act of fraud, embezzlement or misappropriation against the Company, or (iv) the conviction of Executive of a felony. 5.02. Death. In the event Executive dies during the Term, his employment shall automatically terminate effective on the date of his death. 5.03. Disability. In the event that Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least 90 consecutive days, or 180 nonconsecutive days within any 365 day period, the Company shall have the right to terminate Executive's employment for "Disability," such termination to be effective upon the giving of notice thereof to Executive in accordance with Section 6.03 hereof. 5.04. Compensation upon Termination. (a) In the event of termination of Executive's employment by the Company (other than for Cause or Disability), or in the event of termination of Executive's employment by the Company as a result of the Company's failure to renew this Agreement, or in the event of a termination of Executive's employment by Executive following a breach of a material provision of this Agreement by the Company, provided that the Executive has given advance written notice to the Company, identifying the basis for the breach in reasonable detail and, except in the event of a failure to pay Base Salary, giving the Company 30 days' opportunity to cure, the Company shall pay Executive an amount equal to 125% of the Executive's then current Base Salary, in twelve equal monthly installments following the date of such termination. (b) The Executive's rights upon termination of employment with respect to stock options or other incentive

ARTICLE V Termination 5.01. Termination by the Company. The Company shall have the right to terminate Executive's employment at any time, with or without "Cause". For purposes of this Agreement, "Cause" shall mean (i) the substantial and continued failure of Executive to perform material duties reasonably required of Executive by the Board (it being understood that a failure to attain performance objectives shall not be treated as a failure to perform material duties for purpose of this clause (i)) for a period of not less than 30 consecutive days, provided notice in writing from the Board is given to Executive specifying in reasonable detail the circumstances constituting such substantial and continued failure, (ii) conduct substantially disloyal to the Company which conduct is identified in reasonable detail by notice in writing from the Board and which conduct, if susceptible of cure, is not remedied by Executive within 30 days of Executive's receipt of such notice, (iii) any act of fraud, embezzlement or misappropriation against the Company, or (iv) the conviction of Executive of a felony. 5.02. Death. In the event Executive dies during the Term, his employment shall automatically terminate effective on the date of his death. 5.03. Disability. In the event that Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least 90 consecutive days, or 180 nonconsecutive days within any 365 day period, the Company shall have the right to terminate Executive's employment for "Disability," such termination to be effective upon the giving of notice thereof to Executive in accordance with Section 6.03 hereof. 5.04. Compensation upon Termination. (a) In the event of termination of Executive's employment by the Company (other than for Cause or Disability), or in the event of termination of Executive's employment by the Company as a result of the Company's failure to renew this Agreement, or in the event of a termination of Executive's employment by Executive following a breach of a material provision of this Agreement by the Company, provided that the Executive has given advance written notice to the Company, identifying the basis for the breach in reasonable detail and, except in the event of a failure to pay Base Salary, giving the Company 30 days' opportunity to cure, the Company shall pay Executive an amount equal to 125% of the Executive's then current Base Salary, in twelve equal monthly installments following the date of such termination. (b) The Executive's rights upon termination of employment with respect to stock options or other incentive awards shall be governed by the terms and conditions of any stock 8

option agreements or as established by the Company with respect to such awards. (c) Upon termination of Employment for any reason, Executive shall be entitled to continued coverage under the Company's health, disability and medical benefits for the greater of (i) the period provided under applicable law (but only to the extent the Executive takes whatever actions are required of him under applicable law to secure such continued coverage) or (ii) 90 days from the date of termination; provided that nothing in this Section 5.04 shall affect Executive's continuing entitlement under any disability insurance policy if Executive's employment is terminated by the Company for Disability. Notwithstanding the preceding sentence, if the Executive's employment is terminated under the circumstances described in Section 5.04(a), such continued coverage shall be provided on the same basis as for active employees for a period of one year from the date of termination. (d) Except as provided in this Section 5.04, Executive shall not be entitled to compensation as a result of any termination of his employment with the Company. ARTICLE VI Miscellaneous

option agreements or as established by the Company with respect to such awards. (c) Upon termination of Employment for any reason, Executive shall be entitled to continued coverage under the Company's health, disability and medical benefits for the greater of (i) the period provided under applicable law (but only to the extent the Executive takes whatever actions are required of him under applicable law to secure such continued coverage) or (ii) 90 days from the date of termination; provided that nothing in this Section 5.04 shall affect Executive's continuing entitlement under any disability insurance policy if Executive's employment is terminated by the Company for Disability. Notwithstanding the preceding sentence, if the Executive's employment is terminated under the circumstances described in Section 5.04(a), such continued coverage shall be provided on the same basis as for active employees for a period of one year from the date of termination. (d) Except as provided in this Section 5.04, Executive shall not be entitled to compensation as a result of any termination of his employment with the Company. ARTICLE VI Miscellaneous 6.01. Mitigation; Offset. Executive shall not be required to mitigate damages resulting from his termination of employment and, during such time, the amounts payable to Executive pursuant to Article V of this Agreement shall not be offset or reduced by any other compensation earned by Executive. 6.02. Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, including, without limitation, any corporation or person which may acquire all or substantially all of the Company's assets or business, or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive's estate. (b) The Company shall require any successor (whether direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the 9

same extent that the Company would be required to perform it if no such succession had taken place. 6.03. Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by telegram or telecopier or by registered or certified mail, postage prepaid, with return receipt requested, addressed: (a) in the case of the Company to: T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, NY 10017, Attention: Jeffrey A. Harris, tel: (212) 878-0638; fax: (212) 878-9351, or to such other address and/or to the attention of such other person as the Company shall designate by written notice to Executive; and (b) in the case of Executive, to: John H. Lynch, 166 Hopkins Green, Hopkinton, NH 03229, tel: (603) 224-4824; fax: (603) 669-1612, or to such other address as Executive shall designate by written notice to the Company, with a copy to F. George Davitt, Testa, Hurwitz & Thibeault, 125 High Street, Boston, MA 02110, tel: (617) 248-7000, fax: (617) 248-7100. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given. 6.04. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of Executive's employment during the term and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to compensation due for services rendered hereunder. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto.

same extent that the Company would be required to perform it if no such succession had taken place. 6.03. Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by telegram or telecopier or by registered or certified mail, postage prepaid, with return receipt requested, addressed: (a) in the case of the Company to: T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, NY 10017, Attention: Jeffrey A. Harris, tel: (212) 878-0638; fax: (212) 878-9351, or to such other address and/or to the attention of such other person as the Company shall designate by written notice to Executive; and (b) in the case of Executive, to: John H. Lynch, 166 Hopkins Green, Hopkinton, NH 03229, tel: (603) 224-4824; fax: (603) 669-1612, or to such other address as Executive shall designate by written notice to the Company, with a copy to F. George Davitt, Testa, Hurwitz & Thibeault, 125 High Street, Boston, MA 02110, tel: (617) 248-7000, fax: (617) 248-7100. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given. 6.04. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of Executive's employment during the term and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to compensation due for services rendered hereunder. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto. 6.05. Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof. 6.06. Headings. The Article and Section headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 6.07. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York without reference to the principles of conflict of laws. 6.08. Agreement to Take Actions. Each party hereto shall execute and deliver such documents, certificates, agreements and other instruments, and shall take such other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement or to effectuate the purposes hereof. 10 6.09. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. 6.10. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect. 6.11. Information Rights. Until the earlier of (i) such time as Executive no longer owns at least 50% of the shares of the Company's capital stock purchased by Executive pursuant to the Management Subscription Agreement, dated as of the date hereof, between Executive and the Company, (ii) an Initial Public Offering (as defined in the Stockholders Agreement referred to below), (iii) the termination of Executive's employment with the Company for Cause (as defined below), and (iv) Executive's employment by, or provision of consulting services to, a competitor of the Company or any of its subsidiaries, the Company shall provide Executive with the information set forth in Section 5(a) of the Stockholders Agreement (Common Stock and Preferred Stock), dated as of the date hereof, among the Company, Executive and certain other stockholders of the Company. For purposes of this paragraph, "Cause" shall having the meaning set forth in clauses (iii) and (iv) only in Section 5.01 of this Agreement. 6.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 11

6.09. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. 6.10. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect. 6.11. Information Rights. Until the earlier of (i) such time as Executive no longer owns at least 50% of the shares of the Company's capital stock purchased by Executive pursuant to the Management Subscription Agreement, dated as of the date hereof, between Executive and the Company, (ii) an Initial Public Offering (as defined in the Stockholders Agreement referred to below), (iii) the termination of Executive's employment with the Company for Cause (as defined below), and (iv) Executive's employment by, or provision of consulting services to, a competitor of the Company or any of its subsidiaries, the Company shall provide Executive with the information set forth in Section 5(a) of the Stockholders Agreement (Common Stock and Preferred Stock), dated as of the date hereof, among the Company, Executive and certain other stockholders of the Company. For purposes of this paragraph, "Cause" shall having the meaning set forth in clauses (iii) and (iv) only in Section 5.01 of this Agreement. 6.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 11

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the date first above written. T.K.G. Acquisition Corp.
By: /s/ Burton B. Staniar -------------------------------Name: Burton B. Staniar Title: President and Chief Executive Officer /s/ John H. Lynch -------------------------------John H. Lynch

12

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement is dated as of February 29, 1996, and is entered into between T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and Andrew B. Cogan ("Executive"). WHEREAS, Executive and the Company desire to embody in this Agreement the terms and conditions of Executive's employment by the Company. NOW, THEREFORE, the parties hereby agree: ARTICLE I Employment, Duties and Responsibilities 1.01. Employment. The Company shall employ Executive as Senior Vice President, Marketing and Product Development of the Company. Executive hereby accepts such employment. Executive agrees to devote his full

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the date first above written. T.K.G. Acquisition Corp.
By: /s/ Burton B. Staniar -------------------------------Name: Burton B. Staniar Title: President and Chief Executive Officer /s/ John H. Lynch -------------------------------John H. Lynch

12

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement is dated as of February 29, 1996, and is entered into between T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and Andrew B. Cogan ("Executive"). WHEREAS, Executive and the Company desire to embody in this Agreement the terms and conditions of Executive's employment by the Company. NOW, THEREFORE, the parties hereby agree: ARTICLE I Employment, Duties and Responsibilities 1.01. Employment. The Company shall employ Executive as Senior Vice President, Marketing and Product Development of the Company. Executive hereby accepts such employment. Executive agrees to devote his full business time and efforts to promote the interests of the Company. 1.02. Duties and Responsibilities. Executive shall have such duties and responsibilities as are customarily associated with such position and as are assigned to the Executive from time to time by the Company's Chairman and Chief Executive Officer ("CEO"). Executive and the Company agree that the Company may assign all or part of its rights and obligations under this Agreement, other than those set forth under Sections 1.03 hereof, to its principal United States operating subsidiary, and Executive consents to any such assignment and agrees that he will perform all of his duties and responsibilities for such assignee in the manner directed by its Board of Directors, unless otherwise directed by the Board of Directors of the Company (the "Board"). Executive shall in any event perform such additional services, without the receipt of additional compensation, with respect to the Company's subsidiaries as are assigned from time to time by the CEO. ARTICLE II Term 2.01. Term. (a) The term of this Agreement (the "Term") shall commence on the date of the closing of the acquisition (the "Acquisition") by the Company of the Knoll companies from Westinghouse Electric Corporation and shall

continue for a period of one year from such date; provided, however, that the term of the Executive's

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement is dated as of February 29, 1996, and is entered into between T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and Andrew B. Cogan ("Executive"). WHEREAS, Executive and the Company desire to embody in this Agreement the terms and conditions of Executive's employment by the Company. NOW, THEREFORE, the parties hereby agree: ARTICLE I Employment, Duties and Responsibilities 1.01. Employment. The Company shall employ Executive as Senior Vice President, Marketing and Product Development of the Company. Executive hereby accepts such employment. Executive agrees to devote his full business time and efforts to promote the interests of the Company. 1.02. Duties and Responsibilities. Executive shall have such duties and responsibilities as are customarily associated with such position and as are assigned to the Executive from time to time by the Company's Chairman and Chief Executive Officer ("CEO"). Executive and the Company agree that the Company may assign all or part of its rights and obligations under this Agreement, other than those set forth under Sections 1.03 hereof, to its principal United States operating subsidiary, and Executive consents to any such assignment and agrees that he will perform all of his duties and responsibilities for such assignee in the manner directed by its Board of Directors, unless otherwise directed by the Board of Directors of the Company (the "Board"). Executive shall in any event perform such additional services, without the receipt of additional compensation, with respect to the Company's subsidiaries as are assigned from time to time by the CEO. ARTICLE II Term 2.01. Term. (a) The term of this Agreement (the "Term") shall commence on the date of the closing of the acquisition (the "Acquisition") by the Company of the Knoll companies from Westinghouse Electric Corporation and shall

continue for a period of one year from such date; provided, however, that the term of the Executive's employment shall be automatically extended without further action of either party for successive additional periods of one year, unless written notice of either party's intention not to extend has been given to the other party at least sixty (60) days prior to the expiration of the then effective term. (b) Executive represents and warrants to the Company that to the best of his knowledge, neither the execution and delivery of this Agreement nor the performance of his duties hereunder violates or will violate the provisions of any other agreement to which he is a party or by which he is bound. ARTICLE III Compensation and Expenses 3.01. Salary, Bonuses and Benefits. As compensation and consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof): (a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with

continue for a period of one year from such date; provided, however, that the term of the Executive's employment shall be automatically extended without further action of either party for successive additional periods of one year, unless written notice of either party's intention not to extend has been given to the other party at least sixty (60) days prior to the expiration of the then effective term. (b) Executive represents and warrants to the Company that to the best of his knowledge, neither the execution and delivery of this Agreement nor the performance of his duties hereunder violates or will violate the provisions of any other agreement to which he is a party or by which he is bound. ARTICLE III Compensation and Expenses 3.01. Salary, Bonuses and Benefits. As compensation and consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof): (a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $200,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term. (b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith. (c) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 100% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals 2

and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period. (d) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term. (e) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance

and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period. (d) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term. (e) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition. 3.02. Expenses. The Company will reimburse Executive for reasonable business-related expenses incurred by him in connection with the performance of his duties hereunder during the Term, subject, however, to the Company's policies relating to business-related expenses as in effect from time to time during the Term. 3.03. Parachute Gross-Up. The sole shareholder of the Company has previously approved the making of all payments due under or pursuant to this Agreement after having received full disclosure of all material facts concerning such payments. As a result, the provisions of Section 280G of the Internal 3

Revenue Code of 1986, as amended (the "Code") are expected to be inapplicable. Notwithstanding anything to the contrary in this Agreement and in addition to any other compensation or other amount payable by the Company to the Executive pursuant to this Agreement or otherwise, if it shall be determined that, notwithstanding such shareholder approval, any payment or distribution by the Company to or for the benefit of the Executive, pursuant to the terms of this Agreement or otherwise or resulting from the accelerated vesting of shares of common stock or options to acquire common stock of the Company (a "Payment"), are subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes on the Gross-Up Payment, (including any interest or penalties imposed with respect to such taxes, and any Excise Tax imposed upon the Gross-Up Payment), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Executive's employment or otherwise (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Payments. All determinations required to be made under this Section, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the Company's independent accountants. If the Internal Revenue Service determines

Revenue Code of 1986, as amended (the "Code") are expected to be inapplicable. Notwithstanding anything to the contrary in this Agreement and in addition to any other compensation or other amount payable by the Company to the Executive pursuant to this Agreement or otherwise, if it shall be determined that, notwithstanding such shareholder approval, any payment or distribution by the Company to or for the benefit of the Executive, pursuant to the terms of this Agreement or otherwise or resulting from the accelerated vesting of shares of common stock or options to acquire common stock of the Company (a "Payment"), are subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes on the Gross-Up Payment, (including any interest or penalties imposed with respect to such taxes, and any Excise Tax imposed upon the Gross-Up Payment), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. If the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Executive's employment or otherwise (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Payments. All determinations required to be made under this Section, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the Company's independent accountants. If the Internal Revenue Service determines that Excise Tax is larger than the amount calculated by the Company's accountants, and the Company does not contest such determination and prevail in such contest at its own expense, the Gross-Up Payment due the Executive shall be recalculated and any additional amounts owed Executive shall be promptly paid to him. ARTICLE IV Exclusivity, Etc. 4.01. Exclusivity. Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. Executive agrees that he will devote his entire working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term. Executive also agrees that he will not 4

engage in any other business activities, pursued for gain, profit or other pecuniary advantage, that are competitive with the activities of the Company, except as permitted in Section 4.02 below. Executive agrees that all of his activities as an employee of the Company shall be in conformity with all policies, rules and regulations and directions of the Company not inconsistent with this Agreement. 4.02. Other Business Ventures. Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market. 4.03. Confidentiality; Non-competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, any customer lists, details of contracts with or requirements of customers, any information pertaining to the Company's financial records, computer systems and software, sales or marketing plans, or any other written information treated as confidential or as a trade secret by the Company, which he may have learned or acquired in connection with his employment (collectively, "Confidential Information"). Executive's obligation under this Section 4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company or any predecessor of the Company with which he was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to Executive's knowledge, is not under an obligation of confidence

engage in any other business activities, pursued for gain, profit or other pecuniary advantage, that are competitive with the activities of the Company, except as permitted in Section 4.02 below. Executive agrees that all of his activities as an employee of the Company shall be in conformity with all policies, rules and regulations and directions of the Company not inconsistent with this Agreement. 4.02. Other Business Ventures. Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market. 4.03. Confidentiality; Non-competition. (a) Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, any information pertaining to any business process, method or means, any customer lists, details of contracts with or requirements of customers, any information pertaining to the Company's financial records, computer systems and software, sales or marketing plans, or any other written information treated as confidential or as a trade secret by the Company, which he may have learned or acquired in connection with his employment (collectively, "Confidential Information"). Executive's obligation under this Section 4.03(a) shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the fault of Executive; (iii) is known to Executive prior to his receipt of such information from the Company or any predecessor of the Company with which he was employed, as evidenced by written records of Executive or (iv) is hereafter disclosed to Executive by a third party which, to Executive's knowledge, is not under an obligation of confidence to the Company. Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any notes, memoranda, papers, documents, correspondence or writing (which shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise stored for reproduction, whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) containing or reflecting any Confidential Information ("Documents"). Executive recognizes that all such Documents, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, Executive shall forthwith deliver to the Company all such Confidential Information, including without limitation all Documents, correspondence, and any other property held by him or under his 5

control in relation to the business or affairs of the Company, and no copy of any Confidential Information shall be retained by him. (b) Upon any termination of Executive's employment with the Company, the Executive shall not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or otherwise, (i) engage in any business activities which are competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce,

control in relation to the business or affairs of the Company, and no copy of any Confidential Information shall be retained by him. (b) Upon any termination of Executive's employment with the Company, the Executive shall not, for a period of one year from the date of such termination, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venture or otherwise, (i) engage in any business activities which are competitive, to a material extent, with any substantial type or kind of business activities conducted by the Company at the time of such termination (provided that Executive may own, directly or indirectly, up to 1% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market); (ii) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person's contract of employment or agency, as the case may be, with the Company or (iii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, nor will he attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. (c) Executive agrees that, at any time and from time to time during and after the Term, he will execute any and all documents which the Company may deem reasonably necessary or appropriate to effectuate the provisions of this Section 4.03. 4.04. Equitable Relief. Executive and the Company agree that the restrictions, prohibitions and other provisions of Article IV of this Agreement are reasonable, fair, and equitable in scope, terms, and duration, are necessary to protect the legitimate business interests of the Company and are a material inducement to the Company to enter into this Agreement. The Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior consent of the Board, shall leave his employment for any reason and take any action in violation of this Article IV, the Company will be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 4.05 below, to enjoin the Executive from breaching the provisions of Article IV. In such action, the Company will not be required to plead or prove irreparable harm or lack of an adequate remedy at law. Nothing contained in this Article IV shall be construed to prevent the Company from seeking such other remedy in arbitration in case of any breach of this Agreement by the Executive, as the Company may elect. 4.05. Submission to Jurisdiction. Any proceeding or action must be commenced in the federal courts, or in the 6

absence of federal jurisdiction in state court, in either case in New York. The Executive and the Company irrevocably and unconditionally submit to the jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy or which shall be conclusive evidence of the fact and the account of any liability of the Executive or the Company therein described, or by appropriate proceedings under an applicable treaty or otherwise. ARTICLE V Termination 5.01. Termination by the Company. The Company shall have the right to terminate Executive's employment at any time, with or without "Cause". For purposes of this Agreement, "Cause" shall mean (i) the substantial and continued failure of Executive to perform material duties reasonably required of Executive by the Board (it being understood that a failure to attain performance objectives shall not be treated as a failure to perform material duties for purpose of this clause (i)) for a period of not less than 30 consecutive days, provided notice in writing from the Board is given to Executive specifying in reasonable detail the circumstances constituting such substantial

absence of federal jurisdiction in state court, in either case in New York. The Executive and the Company irrevocably and unconditionally submit to the jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy or which shall be conclusive evidence of the fact and the account of any liability of the Executive or the Company therein described, or by appropriate proceedings under an applicable treaty or otherwise. ARTICLE V Termination 5.01. Termination by the Company. The Company shall have the right to terminate Executive's employment at any time, with or without "Cause". For purposes of this Agreement, "Cause" shall mean (i) the substantial and continued failure of Executive to perform material duties reasonably required of Executive by the Board (it being understood that a failure to attain performance objectives shall not be treated as a failure to perform material duties for purpose of this clause (i)) for a period of not less than 30 consecutive days, provided notice in writing from the Board is given to Executive specifying in reasonable detail the circumstances constituting such substantial and continued failure, (ii) conduct substantially disloyal to the Company which conduct is identified in reasonable detail by notice in writing from the Board and which conduct, if susceptible of cure, is not remedied by Executive within 30 days of Executive's receipt of such notice, (iii) any act of fraud, embezzlement or misappropriation against the Company, or (iv) the conviction of Executive of a felony. 5.02. Death. In the event Executive dies during the Term, his employment shall automatically terminate effective on the date of his death. 5.03. Disability. In the event that Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least 90 consecutive days, or 180 nonconsecutive days within any 365 day period, the Company shall have the right to terminate Executive's employment for "Disability," such termination to be effective upon the giving of notice thereof to Executive in accordance with Section 6.03 hereof. 7 5.04. Compensation upon Termination. (a) In the event of termination of Executive's employment by the Company (other than for Cause or Disability), or in the event of termination of Executive's employment by the Company as a result of the Company's failure to renew this Agreement, or in the event of a termination of Executive's employment by Executive following a breach of a material provision of this Agreement by the Company, provided that the Executive has given advance written notice to the Company, identifying the basis for the breach in reasonable detail and, except in the event of a failure to pay Base Salary, giving the Company 30 days' opportunity to cure, the Company shall pay Executive an amount equal to 100% of the Executive's then current Base Salary, in twelve equal monthly installments following the date of such termination. (b) The Executive's rights upon termination of employment with respect to stock options or other incentive awards shall be governed by the terms and conditions of any stock option agreements or as established by the Company with respect to such awards. (c) Upon termination of Employment for any reason, Executive shall be entitled to continued coverage under the Company's health, disability and medical benefits for the greater of (i) the period provided under applicable law (but only to the extent the Executive takes whatever actions are required of him under applicable law to secure such continued coverage) or (ii) 90 days from the date of termination; provided that nothing in this Section 5.04 shall affect Executive's continuing entitlement under any disability insurance policy if Executive's employment is terminated by the Company for Disability. Notwithstanding the preceding sentence, if the Executive's employment is terminated under the circumstances described in Section 5.04(a), such continued coverage shall be provided on the same basis as for active employees for a period of one year from the date of termination.

5.04. Compensation upon Termination. (a) In the event of termination of Executive's employment by the Company (other than for Cause or Disability), or in the event of termination of Executive's employment by the Company as a result of the Company's failure to renew this Agreement, or in the event of a termination of Executive's employment by Executive following a breach of a material provision of this Agreement by the Company, provided that the Executive has given advance written notice to the Company, identifying the basis for the breach in reasonable detail and, except in the event of a failure to pay Base Salary, giving the Company 30 days' opportunity to cure, the Company shall pay Executive an amount equal to 100% of the Executive's then current Base Salary, in twelve equal monthly installments following the date of such termination. (b) The Executive's rights upon termination of employment with respect to stock options or other incentive awards shall be governed by the terms and conditions of any stock option agreements or as established by the Company with respect to such awards. (c) Upon termination of Employment for any reason, Executive shall be entitled to continued coverage under the Company's health, disability and medical benefits for the greater of (i) the period provided under applicable law (but only to the extent the Executive takes whatever actions are required of him under applicable law to secure such continued coverage) or (ii) 90 days from the date of termination; provided that nothing in this Section 5.04 shall affect Executive's continuing entitlement under any disability insurance policy if Executive's employment is terminated by the Company for Disability. Notwithstanding the preceding sentence, if the Executive's employment is terminated under the circumstances described in Section 5.04(a), such continued coverage shall be provided on the same basis as for active employees for a period of one year from the date of termination. (d) Except as provided in this Section 5.04, Executive shall not be entitled to compensation as a result of any termination of his employment with the Company. ARTICLE VI Miscellaneous 6.01. Mitigation; Offset. Executive shall not be required to mitigate damages resulting from his termination of employment and, during such time, the amounts payable to Executive pursuant to Article V of this Agreement shall not be offset or reduced by any other compensation earned by Executive. 6.02. Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, 8

including, without limitation, any corporation or person which may acquire all or substantially all of the Company's assets or business, or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive's estate. (b) The Company shall require any successor (whether direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. 6.03. Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by telegram or telecopier or by registered or certified mail, postage prepaid, with return receipt requested, addressed: (a) in the case of the Company to: T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, NY 10017, Attention: Jeffrey A. Harris, tel: (212) 878-0638; fax: (212) 878-9351, or to such other address and/or to the attention of such other person as the Company shall designate by written notice to Executive; and (b) in the case of Executive, to: Andrew B. Cogan, 1 West 64th Street, Apartment 4B, New York, New York 10023, or to such other address as Executive shall

including, without limitation, any corporation or person which may acquire all or substantially all of the Company's assets or business, or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive's estate. (b) The Company shall require any successor (whether direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. 6.03. Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by telegram or telecopier or by registered or certified mail, postage prepaid, with return receipt requested, addressed: (a) in the case of the Company to: T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, NY 10017, Attention: Jeffrey A. Harris, tel: (212) 878-0638; fax: (212) 878-9351, or to such other address and/or to the attention of such other person as the Company shall designate by written notice to Executive; and (b) in the case of Executive, to: Andrew B. Cogan, 1 West 64th Street, Apartment 4B, New York, New York 10023, or to such other address as Executive shall designate by written notice to the Company, with a copy to F. George Davitt, Testa, Hurwitz & Thibeault, 125 High Street, Boston, MA 02110, tel: (617) 248-7000, fax: (617) 248-7100. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given. 6.04. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of Executive's employment during the term and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to compensation due for services rendered hereunder. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto. 6.05. Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof. 9 6.06. Headings. The Article and Section headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 6.07. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York without reference to the principles of conflict of laws. 6.08. Agreement to Take Actions. Each party hereto shall execute and deliver such documents, certificates, agreements and other instruments, and shall take such other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement or to effectuate the purposes hereof. 6.09. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. 6.10. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect. 6.11. Information Rights. Until the earlier of (i) such time as Executive no longer owns at least 50% of the shares of the Company's capital stock purchased by Executive pursuant to the Management Subscription Agreement, dated as of the date hereof, between Executive and the Company, (ii) an Initial Public Offering (as defined in the Stockholders Agreement referred to below), (iii) the termination of Executive's employment with the Company for Cause (as defined below), and (iv) Executive's employment by, or provision of consulting services to, a competitor of the Company or any of its

6.06. Headings. The Article and Section headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 6.07. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York without reference to the principles of conflict of laws. 6.08. Agreement to Take Actions. Each party hereto shall execute and deliver such documents, certificates, agreements and other instruments, and shall take such other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement or to effectuate the purposes hereof. 6.09. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. 6.10. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect. 6.11. Information Rights. Until the earlier of (i) such time as Executive no longer owns at least 50% of the shares of the Company's capital stock purchased by Executive pursuant to the Management Subscription Agreement, dated as of the date hereof, between Executive and the Company, (ii) an Initial Public Offering (as defined in the Stockholders Agreement referred to below), (iii) the termination of Executive's employment with the Company for Cause (as defined below), and (iv) Executive's employment by, or provision of consulting services to, a competitor of the Company or any of its subsidiaries, the Company shall provide Executive with the information set forth in Section 5(a) of the Stockholders Agreement (Common Stock and Preferred Stock), dated as of the date hereof, among the Company, Executive and certain other stockholders of the Company. For purposes of this paragraph, "Cause" shall having the meaning set forth in clauses (iii) and (iv) only in Section 5.01 of this Agreement. 6.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 10

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the date first above written. T.K.G. Acquisition Corp.
By: /s/ Burton B. Staniar ________________________________ Name: Burton B. Staniar Title: President and Chief Executive Officer /s/ Andrew B. Cogan ________________________________ Andrew B. Cogan

11

EXHIBIT 10.6 T.K.G. ACQUISITION CORP. STOCKHOLDERS AGREEMENT (COMMON STOCK AND PREFERRED STOCK) Stockholders Agreement, dated as of this 29th day of February, 1996, by and among Warburg, Pincus

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the date first above written. T.K.G. Acquisition Corp.
By: /s/ Burton B. Staniar ________________________________ Name: Burton B. Staniar Title: President and Chief Executive Officer /s/ Andrew B. Cogan ________________________________ Andrew B. Cogan

11

EXHIBIT 10.6 T.K.G. ACQUISITION CORP. STOCKHOLDERS AGREEMENT (COMMON STOCK AND PREFERRED STOCK) Stockholders Agreement, dated as of this 29th day of February, 1996, by and among Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("Warburg"); the individuals whose names and addresses appear from time to time on Schedule I hereto (the "Management Investors"); the persons whose names and addresses appear from time to time on Schedule II hereto (the "Non-Management Investors," and, together with the Management Investors, the "Third Party Investors" and, together with Warburg and the Management Investors, the "Investors"); and T.K.G. Acquisition Corp., a Delaware corporation (the "Company"). Certain terms used in this Agreement are defined in Section 8 hereof. RECITALS WHEREAS, certain of the Investors, pursuant to the terms of certain subscription agreements with the Company (collectively, the "Subscription Agreements"), have agreed to purchase shares of the Common Stock, par value $.01 per share, of the Company (the "Common Stock") and the Series A 12% Participating Convertible Preferred Stock, par value $1.00 per share, of the Company (the "Preferred Stock"); and WHEREAS, the Investors and the Company desire to promote their mutual interests by agreeing to certain matters relating to the operations of the Company and the disposition and voting of the shares of Common Stock and Preferred Stock purchased by the Investors pursuant to the Subscription Agreements, together with any other shares of Common Stock or Preferred Stock acquired by them (other than shares of Common Stock issued under the T.K.G. Acquisition Corp. 1996 Stock Incentive Plan (as it may be amended from time, the "Stock Plan")) (collectively, the "Shares"). NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: 1. COVENANTS OF THE PARTIES (a) Legends. The certificates evidencing the Shares acquired by the Investors pursuant to the Subscription Agreements or their permitted transferees will bear the following legend reflecting the restrictions on the transfer of such securities contained in this Agreement:

"The securities evidenced hereby are subject to the terms of that certain Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, by and among the Company and certain holders of

EXHIBIT 10.6 T.K.G. ACQUISITION CORP. STOCKHOLDERS AGREEMENT (COMMON STOCK AND PREFERRED STOCK) Stockholders Agreement, dated as of this 29th day of February, 1996, by and among Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("Warburg"); the individuals whose names and addresses appear from time to time on Schedule I hereto (the "Management Investors"); the persons whose names and addresses appear from time to time on Schedule II hereto (the "Non-Management Investors," and, together with the Management Investors, the "Third Party Investors" and, together with Warburg and the Management Investors, the "Investors"); and T.K.G. Acquisition Corp., a Delaware corporation (the "Company"). Certain terms used in this Agreement are defined in Section 8 hereof. RECITALS WHEREAS, certain of the Investors, pursuant to the terms of certain subscription agreements with the Company (collectively, the "Subscription Agreements"), have agreed to purchase shares of the Common Stock, par value $.01 per share, of the Company (the "Common Stock") and the Series A 12% Participating Convertible Preferred Stock, par value $1.00 per share, of the Company (the "Preferred Stock"); and WHEREAS, the Investors and the Company desire to promote their mutual interests by agreeing to certain matters relating to the operations of the Company and the disposition and voting of the shares of Common Stock and Preferred Stock purchased by the Investors pursuant to the Subscription Agreements, together with any other shares of Common Stock or Preferred Stock acquired by them (other than shares of Common Stock issued under the T.K.G. Acquisition Corp. 1996 Stock Incentive Plan (as it may be amended from time, the "Stock Plan")) (collectively, the "Shares"). NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: 1. COVENANTS OF THE PARTIES (a) Legends. The certificates evidencing the Shares acquired by the Investors pursuant to the Subscription Agreements or their permitted transferees will bear the following legend reflecting the restrictions on the transfer of such securities contained in this Agreement:

"The securities evidenced hereby are subject to the terms of that certain Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, by and among the Company and certain holders of the Common Stock and Preferred Stock, including certain restrictions on transfer and rights of first refusal. A copy of such Stockholders Agreement has been filed with the Secretary of the Company and is available upon request." (b) Election of Directors. (i) As of the date hereof, the Board of Directors of the Company (the "Board") will consist of Burton B. Staniar ("Staniar"), John H. Lynch ("Lynch"), John L. Vogelstein, Sidney Lapidus, Jeffrey A. Harris and Kewsong Lee. From and after the date hereof, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company owned by them, required to cause the Board to consist of six members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement to include (A) that number of Warburg Directors as shall constitute a majority of the Board, or, at Warburg's written election, which election shall be irrevocable, as shall constitute one director less than a majority of the Board, (B) Staniar, who shall be entitled to be a member of the Board until termination of his employment in accordance with the terms of the Staniar Employment Agreement, and (C) Lynch, who shall be entitled to be a member of the Board until termination of his employment in accordance with the terms of the Lynch Employment Agreement.

"The securities evidenced hereby are subject to the terms of that certain Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, by and among the Company and certain holders of the Common Stock and Preferred Stock, including certain restrictions on transfer and rights of first refusal. A copy of such Stockholders Agreement has been filed with the Secretary of the Company and is available upon request." (b) Election of Directors. (i) As of the date hereof, the Board of Directors of the Company (the "Board") will consist of Burton B. Staniar ("Staniar"), John H. Lynch ("Lynch"), John L. Vogelstein, Sidney Lapidus, Jeffrey A. Harris and Kewsong Lee. From and after the date hereof, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company owned by them, required to cause the Board to consist of six members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement to include (A) that number of Warburg Directors as shall constitute a majority of the Board, or, at Warburg's written election, which election shall be irrevocable, as shall constitute one director less than a majority of the Board, (B) Staniar, who shall be entitled to be a member of the Board until termination of his employment in accordance with the terms of the Staniar Employment Agreement, and (C) Lynch, who shall be entitled to be a member of the Board until termination of his employment in accordance with the terms of the Lynch Employment Agreement. (ii) From the later of the date on which the Company completes an Initial Public Offering and the date (the "Lender Board Requirement Termination Date") when the Company's lenders no longer require that Warburg Directors constitute a majority of the Board: (i) for as long as Warburg owns beneficially at least 50% of the outstanding shares of Common Stock or Preferred Stock, the Company and each Investor will nominate and use its best efforts to have four Warburg Directors elected to the Board, (ii) for as long as Warburg owns beneficially at least 25% of the outstanding shares of Common Stock or Preferred Stock, the Company and each Investor will nominate and use its best efforts to have three Warburg Directors elected to the Board, (iii) for as long as Warburg owns beneficially at least 15% of the outstanding shares of Common Stock or Preferred Stock, the Company and each Investor will nominate and use its best efforts to have two Warburg Directors elected to the Board and (iv) for as long as Warburg owns beneficially at least 5% of the outstanding shares of Common Stock or Preferred Stock, the Company and each Investor will nominate and use its best efforts to have one Warburg Director elected to the Board. 2 (c) Replacement Directors. In the event that any Warburg Director is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a "Withdrawing Director"), such Withdrawing Director's replacement (the "Substitute Director") will be designated by Warburg. A Warburg Director may be removed, with or without cause, by Warburg, and Warburg shall thereafter have the right to nominate a replacement for such director. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company owned by them, to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 1 (c). (d) Subscription Right. If at any time after the date hereof, except for (i) grants or issuances of equity securities pursuant to the Stock Plan or any other incentive plan for the Company's or any of its Subsidiaries' directors or employees (collectively, "Plan Stock") and (ii) securities issuable upon exercise of previously issued warrants, options or other rights to acquire equity securities or upon conversion of previously issued securities convertible into equity securities, the Company proposes to sell equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, then, as to each Investor who holds shares of capital stock of the Company, the Company shall: (i) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as may be

(c) Replacement Directors. In the event that any Warburg Director is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a "Withdrawing Director"), such Withdrawing Director's replacement (the "Substitute Director") will be designated by Warburg. A Warburg Director may be removed, with or without cause, by Warburg, and Warburg shall thereafter have the right to nominate a replacement for such director. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company owned by them, to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 1 (c). (d) Subscription Right. If at any time after the date hereof, except for (i) grants or issuances of equity securities pursuant to the Stock Plan or any other incentive plan for the Company's or any of its Subsidiaries' directors or employees (collectively, "Plan Stock") and (ii) securities issuable upon exercise of previously issued warrants, options or other rights to acquire equity securities or upon conversion of previously issued securities convertible into equity securities, the Company proposes to sell equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company, then, as to each Investor who holds shares of capital stock of the Company, the Company shall: (i) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as may be reasonably required in order to evaluate the proposed issuance; and (ii) offer to sell to each such Investor a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Preferred Stock then held by such Investor (and if no shares of Preferred Stock are outstanding, then the number of shares of Common Stock (other than Plan Stock)) by (y) the total number of shares of Preferred Stock then outstanding (and if no shares of Preferred Stock are outstanding, then the number of shares of Common Stock (other than Plan Stock)). 3

Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to those Investors purchasing their full allotment upon the terms set forth in this Section 1(d) (with an allocation based on the respective percentages of the aggregate number of shares of Preferred Stock held by such Investors and, if no shares of Preferred Stock are outstanding, then of the aggregate number of shares of Common Stock (other than Plan Stock)), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that the Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-day period must be reoffered to the Investors pursuant to this Section 1(d). The election by an Investor not to exercise its subscription rights under this Section 1(d) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving the Investors the rights described in this Section 1(d) shall be void and of no force and effect. (e) Additional Investors. The parties hereto acknowledge that, subject to the terms hereof, certain employees of the Company or its Subsidiaries or other investors may become shareholders of the Company after the date hereof and that each such employee or other investor will be required, as a condition to the issuance of shares of

Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to those Investors purchasing their full allotment upon the terms set forth in this Section 1(d) (with an allocation based on the respective percentages of the aggregate number of shares of Preferred Stock held by such Investors and, if no shares of Preferred Stock are outstanding, then of the aggregate number of shares of Common Stock (other than Plan Stock)), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that the Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-day period must be reoffered to the Investors pursuant to this Section 1(d). The election by an Investor not to exercise its subscription rights under this Section 1(d) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving the Investors the rights described in this Section 1(d) shall be void and of no force and effect. (e) Additional Investors. The parties hereto acknowledge that, subject to the terms hereof, certain employees of the Company or its Subsidiaries or other investors may become shareholders of the Company after the date hereof and that each such employee or other investor will be required, as a condition to the issuance of shares of Common Stock or Preferred Stock to them, to execute a Joinder Agreement in the form attached hereto as Exhibit A (the "Joinder Agreement"). Upon execution of a Joinder Agreement, each such employee or other investor shall be deemed to be a Management Investor (with respect to employees of the Company or its Subsidiaries) or a Non-Management Investor (with respect to additional investors who are not employees of the Company or its Subsidiaries) under this Agreement and shall be entitled to all of the rights and benefits afforded to, and shall be subject to all the obligations of, such Investors hereunder. 4 2. TRANSFER OF STOCK (a) Resale of Securities. Without the approval of the Board, no Third Party Investor shall Transfer any Shares, or any beneficial interest therein, other than in accordance with the provisions of this Section 2. Any Transfer or purported Transfer made in violation of this Section 2 shall be null and void and of no effect. (b) Rights of First Refusal. No Third Party Investor shall Transfer any Shares, or any beneficial interest therein (except (i)(x) to an Affiliate of such Investor or to members of such Third Party Investor's immediate family or trusts for the benefit of such Investor or such Third Party Investor's immediate family, and (y) upon the death of any Management Investor, to his or her respective executors, administrators, or testamentary trustees; to a corporation or partnership, the sole stockholders or limited or general partners of which include only such Management Investor and members of such Management Investor's immediate family; a transfer from a Management Investor's trust or other transferee back to such Management Investor; a transfer to the legal guardian of a disabled Management Investor or of a Management Investor's disabled immediate family member, provided in each instance in this clause (i) that such transferee executes and delivers to the Company and Warburg a Joinder Agreement, or (ii) to Warburg or an Affiliate thereof), unless the Third Party Investor desiring to make the Transfer (hereinafter referred to as the "Transferor") shall have first made the offers to sell to the Company and then to Warburg as contemplated by Section 2(c) through 2(i), and such offers shall not have been accepted. (c) Offer by Transferor. Copies of the Transferor's offer shall be given to the Company and Warburg and shall consist of an offer to sell to the Company or, failing its election to purchase, then to Warburg, all of the shares then proposed to be transferred by the Transferor (the "Subject Shares") pursuant to a bona fide offer of a third party, to which copies shall be attached a statement of intention to Transfer to such third party, the name and

2. TRANSFER OF STOCK (a) Resale of Securities. Without the approval of the Board, no Third Party Investor shall Transfer any Shares, or any beneficial interest therein, other than in accordance with the provisions of this Section 2. Any Transfer or purported Transfer made in violation of this Section 2 shall be null and void and of no effect. (b) Rights of First Refusal. No Third Party Investor shall Transfer any Shares, or any beneficial interest therein (except (i)(x) to an Affiliate of such Investor or to members of such Third Party Investor's immediate family or trusts for the benefit of such Investor or such Third Party Investor's immediate family, and (y) upon the death of any Management Investor, to his or her respective executors, administrators, or testamentary trustees; to a corporation or partnership, the sole stockholders or limited or general partners of which include only such Management Investor and members of such Management Investor's immediate family; a transfer from a Management Investor's trust or other transferee back to such Management Investor; a transfer to the legal guardian of a disabled Management Investor or of a Management Investor's disabled immediate family member, provided in each instance in this clause (i) that such transferee executes and delivers to the Company and Warburg a Joinder Agreement, or (ii) to Warburg or an Affiliate thereof), unless the Third Party Investor desiring to make the Transfer (hereinafter referred to as the "Transferor") shall have first made the offers to sell to the Company and then to Warburg as contemplated by Section 2(c) through 2(i), and such offers shall not have been accepted. (c) Offer by Transferor. Copies of the Transferor's offer shall be given to the Company and Warburg and shall consist of an offer to sell to the Company or, failing its election to purchase, then to Warburg, all of the shares then proposed to be transferred by the Transferor (the "Subject Shares") pursuant to a bona fide offer of a third party, to which copies shall be attached a statement of intention to Transfer to such third party, the name and address of the prospective third party transferee, the number of shares of Common Stock and/or Preferred Stock involved in the proposed Transfer and terms of such Transfer. (d) Acceptance of Offer. (i) Within 10 days after the receipt of the offer described in Section 2(c), the Company may, at its option, elect to purchase all, but not less than all, of the Subject Shares. The Company shall exercise such option by giving notice thereof to the Transferor and to Warburg within such 10 day period. (ii) In the event that the Company does not exercise its option to purchase the Subject Shares within such 10 day period, Warburg may exercise its election to purchase all, but 5

not less than all, of the Subject Shares by giving notice thereof to the Transferor and to the Company within 10 days after receipt of notice from the Transferor in accordance with Section 2(c) to the effect that the Company did not exercise its option to purchase. (iii) In either event, the notice required to be given by the purchasing party (the "Purchaser") shall specify a date for the closing of the purchase which shall not be more than 30 days after the date of the giving of such notice. (e) Purchase Price. The purchase price per share for the Subject Shares shall be the price per share offered to be paid by the prospective transferee described in the offer, which price shall be paid in cash or, if so provided in the offer of the prospective transferee, cash plus deferred payments of cash in the same proportions, and with the same terms of deferred payment as therein set forth. (f) Consideration Other Than Cash. If the offer of Subject Shares under this Section 2 is for consideration other than cash or cash plus deferred payments of cash, the Purchaser shall pay the cash equivalent of such other consideration. If the Transferor and the Purchaser cannot agree on the amount of such cash equivalent within 10 days after the beginning of the 10-day period under Section 2(d)(i), any of such parties may, by 3 days' written notice to the other, initiate appraisal proceedings under Section 2(g) for determination of the cash equivalent. (g) Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(f), then the Transferor, on the one hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation firm. Each appraiser shall, within 30 days of appointment, separately investigate

not less than all, of the Subject Shares by giving notice thereof to the Transferor and to the Company within 10 days after receipt of notice from the Transferor in accordance with Section 2(c) to the effect that the Company did not exercise its option to purchase. (iii) In either event, the notice required to be given by the purchasing party (the "Purchaser") shall specify a date for the closing of the purchase which shall not be more than 30 days after the date of the giving of such notice. (e) Purchase Price. The purchase price per share for the Subject Shares shall be the price per share offered to be paid by the prospective transferee described in the offer, which price shall be paid in cash or, if so provided in the offer of the prospective transferee, cash plus deferred payments of cash in the same proportions, and with the same terms of deferred payment as therein set forth. (f) Consideration Other Than Cash. If the offer of Subject Shares under this Section 2 is for consideration other than cash or cash plus deferred payments of cash, the Purchaser shall pay the cash equivalent of such other consideration. If the Transferor and the Purchaser cannot agree on the amount of such cash equivalent within 10 days after the beginning of the 10-day period under Section 2(d)(i), any of such parties may, by 3 days' written notice to the other, initiate appraisal proceedings under Section 2(g) for determination of the cash equivalent. (g) Appraisal Procedure. If any party shall initiate an appraisal procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 2(f), then the Transferor, on the one hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation firm. Each appraiser shall, within 30 days of appointment, separately investigate the value of the consideration for the Subject Shares as of the proposed transfer date and shall submit a notice of an appraisal of that value to each party. Each appraiser shall be instructed to determine such value without regard to income tax consequences to the Transferor as a result of receiving cash rather than other consideration. If, upon the completion of the initial appraisals (the "Earlier Appraisals"), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is more than 110% of the lower appraised value, the appraisers, within 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation firm. The third appraiser shall, within 30 days of his appointment, appraise the value of the consideration for the 6

Subject Shares (without regard to the income tax consequences to the Transferor as a result of receiving cash rather than other consideration) as of the proposed transfer date and submit notice of his appraisal to each party. The value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the value is greater than the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Transferor and one-half by the Purchaser. (h) Closing of Purchase. The closing of the purchase shall take place at the office of the Company or such other location as shall be mutually agreeable and the purchase price, to the extent comprised of cash, shall be paid at the closing, and cash equivalents and documents evidencing any deferred payments of cash permitted pursuant to Section 2(e) above shall be delivered at the closing. At the closing, the Transferor shall deliver to the Purchaser the certificates evidencing the Subject Shares to be conveyed, duly endorsed and in negotiable form with all the requisite documentary stamps affixed thereto. (i) Release from Restriction; Termination of Rights. If the offer to sell is neither accepted by the Company nor by Warburg, the Transferor may make a bona fide Transfer to the prospective transferee named in the statement attached to the offer in accordance with the agreed upon terms of such Transfer, provided, that (A) such Transfer shall be made only in strict accordance with the terms therein stated and (B) the transferee executes and delivers to the Company and Warburg a copy of the Joinder Agreement. If the Transferor shall fail to make such Transfer within sixty (60) days following the expiration of the time hereinabove provided for the election by Warburg or, in

Subject Shares (without regard to the income tax consequences to the Transferor as a result of receiving cash rather than other consideration) as of the proposed transfer date and submit notice of his appraisal to each party. The value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the value is greater than the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Transferor and one-half by the Purchaser. (h) Closing of Purchase. The closing of the purchase shall take place at the office of the Company or such other location as shall be mutually agreeable and the purchase price, to the extent comprised of cash, shall be paid at the closing, and cash equivalents and documents evidencing any deferred payments of cash permitted pursuant to Section 2(e) above shall be delivered at the closing. At the closing, the Transferor shall deliver to the Purchaser the certificates evidencing the Subject Shares to be conveyed, duly endorsed and in negotiable form with all the requisite documentary stamps affixed thereto. (i) Release from Restriction; Termination of Rights. If the offer to sell is neither accepted by the Company nor by Warburg, the Transferor may make a bona fide Transfer to the prospective transferee named in the statement attached to the offer in accordance with the agreed upon terms of such Transfer, provided, that (A) such Transfer shall be made only in strict accordance with the terms therein stated and (B) the transferee executes and delivers to the Company and Warburg a copy of the Joinder Agreement. If the Transferor shall fail to make such Transfer within sixty (60) days following the expiration of the time hereinabove provided for the election by Warburg or, in the event the Purchaser revokes an election to purchase the Subject Shares pursuant to Section 2(f), within sixty (60) days of the date of such notice of revocation, such Shares shall again become subject to all the restrictions of this Section 2. 3. RIGHT OF CO-SALE. (a) In the event that Warburg intends to Transfer (i) shares of Common Stock which, together with any previous sales of shares of Common Stock by Warburg, represent more than fifteen percent (15%) of the issued and outstanding shares of Common Stock on a cumulative basis or (ii) shares of Preferred Stock which, together with any previous sales of shares of Preferred Stock by Warburg, represent more than fifteen percent (15%) of the issued and outstanding shares of Preferred Stock on a cumulative basis (in each case other than to an Affiliate of 7

Warburg or pursuant to a distribution of such shares to its partners), Warburg shall notify each other Investor holding shares of such class of stock, in writing, of such Transfer and its terms and conditions (the "Proposed Sale"). Within 10 days of the date of such notice, each Investor that wishes to participate in the Proposed Sale shall so notify Warburg in writing (a "Transfer Notice"). In the event Warburg fails to receive a Transfer Notice from any Investor within such 10-day period, such Investor shall be deemed to have declined to participate in the Proposed Sale. Each Investor delivering a Transfer Notice shall have the right to sell, at the same price and on the same terms as Warburg, that number of shares of Common Stock or Preferred Stock, as the case may be, equal to the number of shares of Common Stock or Preferred Stock, as the case may be, the third party proposes to purchase multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock or Preferred Stock (other than Plan Stock), as the case may be, issued and owned by such Investor and the denominator of which shall be the aggregate number of shares of Common Stock or Preferred Stock (other than Plan Stock), as the case may be, issued and owned by Warburg and each other Investor (including such Investor exercising its rights under this Section 3). Nothing contained herein shall obligate Warburg to consummate the Proposed Sale or limit Warburg's right to amend or modify the terms of the Proposed Sale in any respect; provided that the Investors are offered the opportunity to participate in the Proposed Sale on such amended or modified terms. (b) Notwithstanding anything contained in this Section 3, in the event that all or a portion of the consideration to be paid in the Proposed Sale consists of securities and the sale of such securities to Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D

Warburg or pursuant to a distribution of such shares to its partners), Warburg shall notify each other Investor holding shares of such class of stock, in writing, of such Transfer and its terms and conditions (the "Proposed Sale"). Within 10 days of the date of such notice, each Investor that wishes to participate in the Proposed Sale shall so notify Warburg in writing (a "Transfer Notice"). In the event Warburg fails to receive a Transfer Notice from any Investor within such 10-day period, such Investor shall be deemed to have declined to participate in the Proposed Sale. Each Investor delivering a Transfer Notice shall have the right to sell, at the same price and on the same terms as Warburg, that number of shares of Common Stock or Preferred Stock, as the case may be, equal to the number of shares of Common Stock or Preferred Stock, as the case may be, the third party proposes to purchase multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock or Preferred Stock (other than Plan Stock), as the case may be, issued and owned by such Investor and the denominator of which shall be the aggregate number of shares of Common Stock or Preferred Stock (other than Plan Stock), as the case may be, issued and owned by Warburg and each other Investor (including such Investor exercising its rights under this Section 3). Nothing contained herein shall obligate Warburg to consummate the Proposed Sale or limit Warburg's right to amend or modify the terms of the Proposed Sale in any respect; provided that the Investors are offered the opportunity to participate in the Proposed Sale on such amended or modified terms. (b) Notwithstanding anything contained in this Section 3, in the event that all or a portion of the consideration to be paid in the Proposed Sale consists of securities and the sale of such securities to Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any applicable state securities law, then, at the option of Warburg, the Third Party Investors may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board unless (i) the holders of a majority of the shares other than those held by Warburg or its Affiliates or (ii) Management Investors holding a majority of shares held by Management Investors shall request an appraisal, in which case the appraisal procedure set forth in Section 2(g) shall be followed as closely as practicable, with such majority holders (which shall include Management Investors holding a majority of such shares held by Management Investors), on the one hand, and Warburg, on the other hand, each appointing an appraiser meeting the qualifications set forth in said Section 2(g). 8 4. DRAG-ALONG RIGHT (a) If at any time and from time to time after the date of this Agreement, the holder or holders of a majority of the outstanding shares of voting capital stock of the Company (the "Proposed Transferors") wish to Transfer in a bona fide arms' length sale all shares of Common Stock and Preferred Stock then owned by them to any Person or Persons who are not Affiliates of the Proposed Transferors (for purposes of this Section 4(a), the "Proposed Transferee"), the Proposed Transferors shall have the right (the "Drag-Along Right") to require each Investor to sell to the Proposed Transferee all shares of Common Stock and Preferred Stock (for the same per share consideration received by the Proposed Transferor for each such class of capital stock) then held by the Investors, subject to purchase by the Proposed Transferee. Each Investor agrees to take all steps necessary to enable him or it to comply with the provisions of this Section 4(a), including, if necessary, voting any shares of Common Stock and Preferred Stock in favor of the transaction with the Proposed Transferee (whether effected as a merger or otherwise) to facilitate the Proposed Transferors' exercise of a Drag-Along Right. (b) To exercise a Drag-Along Right, the Proposed Transferors shall give each Investor a written notice (for purposes of this Section 4, a "Drag- Along Notice") containing (i) the number of shares of Common Stock and Preferred Stock that the Proposed Transferee proposes to acquire from the Proposed Transferors, (ii) the name and address of the Proposed Transferee, and (iii) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Investor shall thereafter be obligated to sell the shares of Common Stock (and, if applicable, Preferred Stock) subject to such Drag-Along Notice, provided that the sale to the Proposed Transferee is consummated within 120 days of delivery of the Drag-Along Notice. If the sale is not consummated within such 120-day period, then each Investor shall no longer be obligated to sell such shareholder's shares pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 4. (c) Notwithstanding anything contained in this Section 4, in the event that all or a portion of the purchase price

4. DRAG-ALONG RIGHT (a) If at any time and from time to time after the date of this Agreement, the holder or holders of a majority of the outstanding shares of voting capital stock of the Company (the "Proposed Transferors") wish to Transfer in a bona fide arms' length sale all shares of Common Stock and Preferred Stock then owned by them to any Person or Persons who are not Affiliates of the Proposed Transferors (for purposes of this Section 4(a), the "Proposed Transferee"), the Proposed Transferors shall have the right (the "Drag-Along Right") to require each Investor to sell to the Proposed Transferee all shares of Common Stock and Preferred Stock (for the same per share consideration received by the Proposed Transferor for each such class of capital stock) then held by the Investors, subject to purchase by the Proposed Transferee. Each Investor agrees to take all steps necessary to enable him or it to comply with the provisions of this Section 4(a), including, if necessary, voting any shares of Common Stock and Preferred Stock in favor of the transaction with the Proposed Transferee (whether effected as a merger or otherwise) to facilitate the Proposed Transferors' exercise of a Drag-Along Right. (b) To exercise a Drag-Along Right, the Proposed Transferors shall give each Investor a written notice (for purposes of this Section 4, a "Drag- Along Notice") containing (i) the number of shares of Common Stock and Preferred Stock that the Proposed Transferee proposes to acquire from the Proposed Transferors, (ii) the name and address of the Proposed Transferee, and (iii) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Investor shall thereafter be obligated to sell the shares of Common Stock (and, if applicable, Preferred Stock) subject to such Drag-Along Notice, provided that the sale to the Proposed Transferee is consummated within 120 days of delivery of the Drag-Along Notice. If the sale is not consummated within such 120-day period, then each Investor shall no longer be obligated to sell such shareholder's shares pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 4. (c) Notwithstanding anything contained in this Section 4, in the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Investors would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any applicable state securities law, then, at the option of the Proposed Transferors, the Third Party Investors may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board unless (i) the Third Party Investors holding a majority of the shares or (ii) Management Investors holding a majority of shares held by 9

Management Investors shall request an appraisal, in which case the appraisal procedure set forth in Section 2(g) shall be followed as closely as practicable, with such majority holders (which shall include Management Investors holding a majority of such shares held by Management Investors), on the one hand, and Warburg, on the other hand, each appointing an appraiser meeting the qualifications set forth in Section 2(g). 5. INFORMATION AS TO COMPANY AND RELATED COVENANTS (a) Investor Financial Information. From and after the date hereof, the Company shall deliver to each Investor owning more than 5% of the issued and outstanding shares of Common Stock or Preferred Stock (except for the annual reports referred to in (a)(ii) below, which shall be delivered to each Investor as long as such Investor owns any shares of Common Stock or Preferred Stock): (i) Quarterly Statements. As soon as practicable, and in any event within 45 days after the close of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet, statement of income and statement of changes in cash flow of the Company and its Subsidiaries (as hereinafter defined) as of the close of such quarter and the portion of the Company's fiscal year ending on the last day of such quarter, all in reasonable detail and prepared in accordance with U.S. generally accepted accounting principles, consistently applied, subject to audit and year end adjustments, setting forth in each case in comparative form the figures for the comparable period of the previous year; (ii) Annual Statements. As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 days thereafter, a copy of the consolidated balance sheet, and consolidated statements of income,

Management Investors shall request an appraisal, in which case the appraisal procedure set forth in Section 2(g) shall be followed as closely as practicable, with such majority holders (which shall include Management Investors holding a majority of such shares held by Management Investors), on the one hand, and Warburg, on the other hand, each appointing an appraiser meeting the qualifications set forth in Section 2(g). 5. INFORMATION AS TO COMPANY AND RELATED COVENANTS (a) Investor Financial Information. From and after the date hereof, the Company shall deliver to each Investor owning more than 5% of the issued and outstanding shares of Common Stock or Preferred Stock (except for the annual reports referred to in (a)(ii) below, which shall be delivered to each Investor as long as such Investor owns any shares of Common Stock or Preferred Stock): (i) Quarterly Statements. As soon as practicable, and in any event within 45 days after the close of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet, statement of income and statement of changes in cash flow of the Company and its Subsidiaries (as hereinafter defined) as of the close of such quarter and the portion of the Company's fiscal year ending on the last day of such quarter, all in reasonable detail and prepared in accordance with U.S. generally accepted accounting principles, consistently applied, subject to audit and year end adjustments, setting forth in each case in comparative form the figures for the comparable period of the previous year; (ii) Annual Statements. As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 days thereafter, a copy of the consolidated balance sheet, and consolidated statements of income, stockholders' equity and changes in cash flow of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by an opinion thereon of independent certified public accountants of recognized national standing selected by the Company, which opinion shall state that such financial statements fairly present the financial position and results of operations of the Company and its Subsidiaries on a consolidated basis and have been prepared in accordance with U.S. generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur) and that the examination of such accountants has been made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances. (b) Director Materials. The Company shall prepare and deliver to each director of the Company: 10 (i) Monthly Financial Statements. As soon as practicable, and in any event within 30 days after the close of each of month of each fiscal year of the Company, a consolidated balance sheet, statement of income and statement of changes in cash flow of the Company and its Subsidiaries as of the close of each month and the portion of the Company's fiscal year ending on the last day of such month, all in reasonable detail and prepared in accordance with U.S. generally accepted accounting principles, consistently applied, subject to audit and year end adjustments, setting forth in each case in comparative form the figures for the comparable period of the previous year; (ii) Business Plan; Projections. Prior to the commencement of each fiscal year of the Company, an annual business plan of the Company and projections of operating results, prepared on a monthly basis, and a three-year business plan of the Company and projections of operating results. Within 45 days of the close of each fiscal quarter of the Company, the Company shall provide its directors with a comparison of actual year-to-date results with the corresponding budgeted figures; (iii) Audit Reports. Promptly upon receipt thereof, one copy of each other financial report and internal control letter submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company and its Subsidiaries; and (iv) Requested Information. With reasonable promptness, the Company shall furnish each director with such other data and information as from time to time may be reasonably requested. The Company acknowledges that its obligations under this Section 5(b) shall not limit the rights of its directors

(i) Monthly Financial Statements. As soon as practicable, and in any event within 30 days after the close of each of month of each fiscal year of the Company, a consolidated balance sheet, statement of income and statement of changes in cash flow of the Company and its Subsidiaries as of the close of each month and the portion of the Company's fiscal year ending on the last day of such month, all in reasonable detail and prepared in accordance with U.S. generally accepted accounting principles, consistently applied, subject to audit and year end adjustments, setting forth in each case in comparative form the figures for the comparable period of the previous year; (ii) Business Plan; Projections. Prior to the commencement of each fiscal year of the Company, an annual business plan of the Company and projections of operating results, prepared on a monthly basis, and a three-year business plan of the Company and projections of operating results. Within 45 days of the close of each fiscal quarter of the Company, the Company shall provide its directors with a comparison of actual year-to-date results with the corresponding budgeted figures; (iii) Audit Reports. Promptly upon receipt thereof, one copy of each other financial report and internal control letter submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company and its Subsidiaries; and (iv) Requested Information. With reasonable promptness, the Company shall furnish each director with such other data and information as from time to time may be reasonably requested. The Company acknowledges that its obligations under this Section 5(b) shall not limit the rights of its directors under applicable law to obtain information and other materials from the Company. (c) Inspection. From and after the date hereof, the Company will permit each Investor owning more than 5% of the issued and outstanding shares of Common Stock or Preferred Stock, its nominee, assignee or its representative to visit and inspect any of the properties of the Company, to examine all its books of account, records, reports and other papers not contractually required of the Company to be confidential or secret, to make copies and extracts therefrom, and to discuss its affairs, finances and accounts with its officers, directors, key employees and independent public accountants or any of them (and by this provision the Company authorizes said accountants to discuss with said Investor, its nominee, assign and representatives the finances and affairs of the Company and its Subsidiaries), all at such reasonable times and as often as may be reasonably requested. 11 (d) Confidentiality. As to so much of the information and other material furnished under or in connection with this Agreement (whether furnished before, on or after the date hereof) as constitutes or contains confidential business, financial or other information of the Company or its Subsidiaries, each Investor covenants for itself and its directors, officers, partners and stockholders that it will use due care to prevent its respective officers, directors, employees, counsel, accountants and other representatives from disclosing such information to persons other than their respective authorized employees, counsel, accountants, stockholders, partners, limited partners and other authorized representatives; provided, however, that the Investor may disclose or deliver any information or other material disclosed to or received by the Investor should such disclosure or delivery be required by law. 6. REGISTRATION RIGHTS (a) Definitions. As used in this Section 6: (i) "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act; (ii) the term "Holder" shall mean any holder of Registrable Securities; (iii) the term "Initiating Holder" shall mean Warburg; (iv) the terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement;

(d) Confidentiality. As to so much of the information and other material furnished under or in connection with this Agreement (whether furnished before, on or after the date hereof) as constitutes or contains confidential business, financial or other information of the Company or its Subsidiaries, each Investor covenants for itself and its directors, officers, partners and stockholders that it will use due care to prevent its respective officers, directors, employees, counsel, accountants and other representatives from disclosing such information to persons other than their respective authorized employees, counsel, accountants, stockholders, partners, limited partners and other authorized representatives; provided, however, that the Investor may disclose or deliver any information or other material disclosed to or received by the Investor should such disclosure or delivery be required by law. 6. REGISTRATION RIGHTS (a) Definitions. As used in this Section 6: (i) "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act; (ii) the term "Holder" shall mean any holder of Registrable Securities; (iii) the term "Initiating Holder" shall mean Warburg; (iv) the terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement; (v) the term "Registrable Securities" means (A) the shares of Common Stock and Preferred Stock issued to the Investors pursuant to the Subscription Agreements, dated as of February 29, 1996, between each of such Investors and the Company, (B) any additional shares of Common Stock or Preferred Stock acquired by the Investors (other than pursuant to the Stock Plan or any other incentive plan), (C) any shares of Common Stock issued in exchange for, or upon the conversion of, Preferred Stock and (D) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock or Preferred Stock referred to in clause (A), (B) or (C) above; (vi) "Registration Expenses" shall mean (x) all expenses incurred by the Company in compliance with Sections 6 (b) and (c) hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company blue sky fees and expenses and the 12

expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company) and (y) all reasonable fees and disbursements of counsel for each of the Holders; and (vii) "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities. (b) Requested Registration. (i) Request for Registration. If the Company shall receive from the Initiating Holder, at any time, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (A) promptly give written notice of the proposed registration to all other Holders of Registrable Securities of the same class as the Registrable Securities specified in such request; and (B) as soon as practicable, use all reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of

expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company) and (y) all reasonable fees and disbursements of counsel for each of the Holders; and (vii) "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities. (b) Requested Registration. (i) Request for Registration. If the Company shall receive from the Initiating Holder, at any time, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (A) promptly give written notice of the proposed registration to all other Holders of Registrable Securities of the same class as the Registrable Securities specified in such request; and (B) as soon as practicable, use all reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of the same class as the Registrable Securities specified in such request of any Holder or Holders joining in such request as are specified in a written request received by the Company within 10 business days after written notice from the Company is given under Section 6(b)(i)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 6(b): (x) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (y) (i) With respect to a request for registration of shares of Common Stock, after the Company has effected two (2) such registrations pursuant to this Section 6(b) requested by the 13

Initiating Holder and (ii) with respect to a request for registration of shares of Preferred Stock, after the Company has effected two (2) such registrations pursuant to this Section 6(b) requested by the Initiating Holder, and, in each case, such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed; or (z) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of at least $25,000,000. The registration statement filed pursuant to the request of the Initiating Holder may, subject to the provisions of Section 6(b)(ii) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company's right to include any of its securities in any such registration shall be subject to the limitations set forth in Section 6(b)(ii) below. The registration rights set forth in this Section 6 shall be assignable, in whole or in part, to any permitted transferee of the Shares, provided such transferee executes and delivers to the Company and Warburg a Joinder Agreement. (ii) Underwriting. If the Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 6(b).

Initiating Holder and (ii) with respect to a request for registration of shares of Preferred Stock, after the Company has effected two (2) such registrations pursuant to this Section 6(b) requested by the Initiating Holder, and, in each case, such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed; or (z) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of at least $25,000,000. The registration statement filed pursuant to the request of the Initiating Holder may, subject to the provisions of Section 6(b)(ii) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company's right to include any of its securities in any such registration shall be subject to the limitations set forth in Section 6(b)(ii) below. The registration rights set forth in this Section 6 shall be assignable, in whole or in part, to any permitted transferee of the Shares, provided such transferee executes and delivers to the Company and Warburg a Joinder Agreement. (ii) Underwriting. If the Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 6(b). If officers or directors of the Company holding shares of Common Stock (other than Registrable Securities) shall request inclusion in any registration pursuant to Section 6(b), or if holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the "Other Shareholders") request such inclusion, the Holders shall offer to include the securities of such officers, directors and Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 6. The Holders whose shares are to be included in such registration and the Company shall (together with all officers, directors and Other Shareholders proposing to distribute their securities (in each case, other than Registrable Securities) through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holder and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 6(b), (i) if 14

the representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the securities of the Company held by officers or directors (other than Registrable Securities) of the Company and the securities held by Other Shareholders shall be excluded from such registration to the extent so required by such limitations and (ii) if the representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be sold by officers and directors of the Company, the securities of the Company held by such officers or directors (including Registrable Securities) shall be excluded from such registration to the extent so required by such limitations. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by the respective Holders) by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any officer, director or Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holder. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (iii) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this

the representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the securities of the Company held by officers or directors (other than Registrable Securities) of the Company and the securities held by Other Shareholders shall be excluded from such registration to the extent so required by such limitations and (ii) if the representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be sold by officers and directors of the Company, the securities of the Company held by such officers or directors (including Registrable Securities) shall be excluded from such registration to the extent so required by such limitations. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by the respective Holders) by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any officer, director or Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holder. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (iii) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 6(b), a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holder; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (c) Company Registration. (i) If the Company shall determine to register any of its equity securities either for its own account or for the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 15

transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities (of the same class of equity securities being registered under such registration statement) specified in a written request or requests, made by the Holders within ten business days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 6(c)(ii) below. Such written request may specify all or a part of the Holders' Registrable Securities of the same class of equity securities being registered under such registration statement. (ii) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 6(c)(i)(A). In such event, the right of each of the Holders to registration pursuant to this Section 6(c) shall be conditioned upon such Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities (of the same class of equity securities being registered under such registration statement) in

transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities (of the same class of equity securities being registered under such registration statement) specified in a written request or requests, made by the Holders within ten business days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 6(c)(ii) below. Such written request may specify all or a part of the Holders' Registrable Securities of the same class of equity securities being registered under such registration statement. (ii) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 6(c)(i)(A). In such event, the right of each of the Holders to registration pursuant to this Section 6(c) shall be conditioned upon such Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities (of the same class of equity securities being registered under such registration statement) in the underwriting to the extent provided herein. The Holders whose shares are to be included in such registration shall (together with the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 6(c), if the representative determines that marketing factors require a limitation on the number of shares to be underwritten, the Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by officers, directors and Other Shareholders of the Company (in each case, other than Registrable Securities) and, if required by the representative of the underwriters, the securities of the Company held by officers and directors of the Company (including Registrable Securities), shall be excluded from such registration and underwriting to the extent required by such limitation, and, 16

if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (iii) Number and Transferability. Each of the Holders shall be entitled to have its shares included in an unlimited number of registrations pursuant to this Section 6(c). The registration rights granted pursuant to this Section 6(c) shall be assignable, in whole or in part, to any permitted transferee of the Shares, provided such transferee executes and delivers to the Company and to Warburg a Joinder Agreement. (d) Form S-3. Following the Initial Public Offering the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, Holders of Registrable Securities shall have the right to request unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), subject only to the following: (i) The Company shall not be required to effect a registration pursuant to this Section 6(d) unless the Holder or Holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities

if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (iii) Number and Transferability. Each of the Holders shall be entitled to have its shares included in an unlimited number of registrations pursuant to this Section 6(c). The registration rights granted pursuant to this Section 6(c) shall be assignable, in whole or in part, to any permitted transferee of the Shares, provided such transferee executes and delivers to the Company and to Warburg a Joinder Agreement. (d) Form S-3. Following the Initial Public Offering the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, Holders of Registrable Securities shall have the right to request unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), subject only to the following: (i) The Company shall not be required to effect a registration pursuant to this Section 6(d) unless the Holder or Holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000. (ii) The Company shall not be required to effect a registration pursuant to this Section 6(d) within 180 days of the effective date of the most recent registration pursuant to this Section 6(d) in which securities held by the requesting Holder could have been included for sale or distribution. (iii) The Company shall not be required to effect a registration pursuant to this Section 6(d) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement. In such event, the Company shall have the right to defer the filing of the registration statement no more than once during any twelve (12) month period for a period of not more than one hundred 17

twenty (120) days after receipt of the request of the Holder or Holders under this Section 6(d). (iv) The Company shall not be obligated to effect any registration pursuant to this Section 6(d) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice thereof to all Holders of Registrable Securities within five (5) days of the receipt of a request for registration pursuant to this Section 6(d) and shall provide a reasonable opportunity for other Holders of Registrable Securities to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 6(b)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. (e) Expenses of Registration. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 6 (whether or not such registration, qualification or compliance is effectuated) shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered (or proposed to be registered) pro rata on the basis of the number of their shares so registered (or proposed to be registered).

twenty (120) days after receipt of the request of the Holder or Holders under this Section 6(d). (iv) The Company shall not be obligated to effect any registration pursuant to this Section 6(d) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice thereof to all Holders of Registrable Securities within five (5) days of the receipt of a request for registration pursuant to this Section 6(d) and shall provide a reasonable opportunity for other Holders of Registrable Securities to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 6(b)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. (e) Expenses of Registration. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 6 (whether or not such registration, qualification or compliance is effectuated) shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered (or proposed to be registered) pro rata on the basis of the number of their shares so registered (or proposed to be registered). (f) Registration Procedures. In the case of each registration effected by the Company pursuant to Section 6, the Company will keep the Holders, as applicable, advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will: (i) keep such registration effective for a period of one hundred twenty (120) days or until the Holders, as applicable, have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (A) such 120-day period shall be extended for a period of time equal to the period during which the Holders, as applicable, refrain from selling any securities included in such registration in accordance with provisions in Section 6(j) hereof; and (B) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the 18

Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a posteffective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement; and (ii) furnish such number of prospectuses and other documents incident thereto as each of the Holders, as applicable, from time to time may reasonably request. (g) Indemnification. (i) The Company will indemnify each of the Holders, as applicable, each of its officers, directors and partners, and each person controlling each of the Holders, with respect to each registration which has been effected pursuant to this Section 6, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance,

Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a posteffective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement; and (ii) furnish such number of prospectuses and other documents incident thereto as each of the Holders, as applicable, from time to time may reasonably request. (g) Indemnification. (i) The Company will indemnify each of the Holders, as applicable, each of its officers, directors and partners, and each person controlling each of the Holders, with respect to each registration which has been effected pursuant to this Section 6, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each of the Holders, each of its officers, directors and partners, and each person controlling each of the Holders, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by any Holder with respect to such Holder or underwriter with respect to such underwriter and stated to be specifically for use therein. (ii) Each of the Holders will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by 19

such a registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each Other Shareholder and each of their officers, directors, and partners, and each person controlling such Other Shareholder against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact with respect to such Holder contained in any such registration statement, prospectus, offering circular or other document made by such Holder, or any omission (or alleged omission) to state therein a material fact with respect to such Holder required to be stated therein or necessary to make the statements by such Holder therein not misleading, and will reimburse the Company and such Other Shareholders, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the proceeds to such Holder of securities sold as contemplated herein. (iii) Each party entitled to indemnification under this Section 6(g) (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to

such a registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each Other Shareholder and each of their officers, directors, and partners, and each person controlling such Other Shareholder against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact with respect to such Holder contained in any such registration statement, prospectus, offering circular or other document made by such Holder, or any omission (or alleged omission) to state therein a material fact with respect to such Holder required to be stated therein or necessary to make the statements by such Holder therein not misleading, and will reimburse the Company and such Other Shareholders, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the proceeds to such Holder of securities sold as contemplated herein. (iii) Each party entitled to indemnification under this Section 6(g) (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such 20

Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (iv) If the indemnification provided for in this Section 6(g) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (v) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling. (vi) The foregoing indemnity agreement of the Company and Holders is subject to the condition that, insofar as

Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (iv) If the indemnification provided for in this Section 6(g) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (v) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling. (vi) The foregoing indemnity agreement of the Company and Holders is subject to the condition that, insofar as they relate to any loss, claim, liability or damage made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement in question becomes effective or the amended prospectus filed with the Commission pursuant to Commission Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter if a copy of the Final Prospectus was furnished to the underwriter and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. (vii) Any indemnification payments required to be made to an Indemnified Party under this Section 6(g) shall be made as the related claims, losses, damages, liabilities or expenses are incurred. 21 (h) Information by the Holders. Each of the Holders and each Other Shareholder holding securities included in any registration, shall furnish to the Company such information regarding such Holder or Other Shareholder and the distribution proposed by such Holder or Other Shareholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 6. Neither Warburg nor any Non-Management Investor shall be required, in connection with any underwriting arrangements entered into in connection with any registration, to provide any information, representations or warranties, or covenants with respect to the Company, its business or its operations, and such Investors shall not be required to provide any indemnification with respect to any registration statement except as specifically provided for in Section 6(g)(ii) hereof. (i) Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the restricted securities to the public without registration, the Company agrees to: (A) make and keep public information available as those terms are understood and defined in Rule 144, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (B) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and

(h) Information by the Holders. Each of the Holders and each Other Shareholder holding securities included in any registration, shall furnish to the Company such information regarding such Holder or Other Shareholder and the distribution proposed by such Holder or Other Shareholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 6. Neither Warburg nor any Non-Management Investor shall be required, in connection with any underwriting arrangements entered into in connection with any registration, to provide any information, representations or warranties, or covenants with respect to the Company, its business or its operations, and such Investors shall not be required to provide any indemnification with respect to any registration statement except as specifically provided for in Section 6(g)(ii) hereof. (i) Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the restricted securities to the public without registration, the Company agrees to: (A) make and keep public information available as those terms are understood and defined in Rule 144, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (B) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and (C) so long as the Holder owns any Registrable Securities, furnish to the Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration. 22 (j) "Market Stand-off" Agreement. Each of the Holders agrees, if requested by the Company and an underwriter of Common Stock or Preferred Stock (or other securities) of the Company, not to sell or otherwise transfer or dispose of any shares of Common Stock or Preferred Stock (or other securities) of the Company held by such Holder during the 90-day period (or such longer period if requested by such underwriter, up to 180 days) following the effective date of a registration statement of the Company filed under the Securities Act, provided that: (i) such agreement only applies to the first such registration statement of the Company which includes securities to be sold on the Company's behalf to the public in an underwritten offering; and (ii) all officers and directors of the Company enter into similar agreements. If requested by the underwriters, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said 90-day period (or such longer period if requested by the underwriter, up to 180 days). The provisions of this Section 6(j) shall be binding upon any transferee who acquires Registrable Securities, whether or not such transferee is entitled to the registration rights provided hereunder. (k) Termination. The registration rights set forth in this Section 6 shall not be available to any Holder if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by such Holder could be sold in any 90-day period pursuant to Rule 144 under the Securities Act (without giving effect to the provisions of Rule 144(k)). The Company will arrange for a provision to the transfer agent for such shares of an opinion of counsel in connection with any such sale under Rule 144. 7. TERMINATION. The Agreement shall terminate:

(j) "Market Stand-off" Agreement. Each of the Holders agrees, if requested by the Company and an underwriter of Common Stock or Preferred Stock (or other securities) of the Company, not to sell or otherwise transfer or dispose of any shares of Common Stock or Preferred Stock (or other securities) of the Company held by such Holder during the 90-day period (or such longer period if requested by such underwriter, up to 180 days) following the effective date of a registration statement of the Company filed under the Securities Act, provided that: (i) such agreement only applies to the first such registration statement of the Company which includes securities to be sold on the Company's behalf to the public in an underwritten offering; and (ii) all officers and directors of the Company enter into similar agreements. If requested by the underwriters, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said 90-day period (or such longer period if requested by the underwriter, up to 180 days). The provisions of this Section 6(j) shall be binding upon any transferee who acquires Registrable Securities, whether or not such transferee is entitled to the registration rights provided hereunder. (k) Termination. The registration rights set forth in this Section 6 shall not be available to any Holder if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by such Holder could be sold in any 90-day period pursuant to Rule 144 under the Securities Act (without giving effect to the provisions of Rule 144(k)). The Company will arrange for a provision to the transfer agent for such shares of an opinion of counsel in connection with any such sale under Rule 144. 7. TERMINATION. The Agreement shall terminate: (a) upon the closing of the Initial Public Offering, except for the provisions of Sections 1(b)(i), 1(b)(ii), 1(c), 5(d) and 6, any election made by Warburg pursuant to Section 1(b)(i) or 9(d) and any election made by NationsBanc Investment Corp. pursuant to Section 9(d), which shall remain in full force and effect following the closing of the Initial Public Offering, provided, however, that Section 1(b)(i) shall terminate upon the later of the closing of an Initial Public Offering and the Lender Board Requirement Termination Date; or (b) on the date on which (i) Warburg, (ii) the holder or holders of a majority of the shares of Common Stock (other than Plan Stock and other than those shares held by Warburg or its Affiliates), which shall include Management Investors holding 23

a majority of such shares held by Management Investors, and (iii) during such time that the Preferred Stock is convertible into Common Stock, the holder or holders of a majority of the shares of Preferred Stock (other than those shares held by Warburg or its Affiliates), which shall include Management Investors holding a majority of such shares held by Management Investors, shall have agreed in writing to terminate this Agreement. Notwithstanding anything in this Agreement to the contrary, if a Management Investor's employment with the Company and its Subsidiaries is terminated, whether by such Management Investor or by the Company, whether with or without cause or whether due to the death or disability, all rights (other than his rights under Section 6) of such Management Investor under this Agreement (but not the obligations) shall be terminated. 8. INTERPRETATION OF THIS AGREEMENT (a) Terms Defined. As used in this Agreement, the following terms have the respective meaning set forth below: Affiliate: any person or entity, directly or indirectly, controlling, controlled by or under common control with such person or entity. Exchange Act: the Securities Exchange Act of 1934, as amended. Initial Public Offering: the completion of an underwritten initial public offering for shares of Common Stock

a majority of such shares held by Management Investors, and (iii) during such time that the Preferred Stock is convertible into Common Stock, the holder or holders of a majority of the shares of Preferred Stock (other than those shares held by Warburg or its Affiliates), which shall include Management Investors holding a majority of such shares held by Management Investors, shall have agreed in writing to terminate this Agreement. Notwithstanding anything in this Agreement to the contrary, if a Management Investor's employment with the Company and its Subsidiaries is terminated, whether by such Management Investor or by the Company, whether with or without cause or whether due to the death or disability, all rights (other than his rights under Section 6) of such Management Investor under this Agreement (but not the obligations) shall be terminated. 8. INTERPRETATION OF THIS AGREEMENT (a) Terms Defined. As used in this Agreement, the following terms have the respective meaning set forth below: Affiliate: any person or entity, directly or indirectly, controlling, controlled by or under common control with such person or entity. Exchange Act: the Securities Exchange Act of 1934, as amended. Initial Public Offering: the completion of an underwritten initial public offering for shares of Common Stock pursuant to a registration statement under the Securities Act resulting in net proceeds to the Company and/or any selling shareholders of not less than $25,000,000. Lynch Employment Agreement: the Employment Agreement, dated as of February 29, 1996, between Lynch and the Company. Person: an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof. Security, Securities: as defined in Section 2(1) of the Securities Act. Securities Act: the Securities Act of 1933, as amended. Staniar Employment Agreement: the Employment Agreement, dated as of February 29, 1996, between Staniar and the Company. Subsidiary: a corporation of which the Company owns, directly or indirectly, more than fifty percent 50% of the Voting Stock. 24 Transfer: any sale, assignment, pledge, hypothecation, or other disposition or encumbrance, whether or not for consideration. Voting Stock: securities of any class or classes of a corporation the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions). Warburg Directors: any director of the Company, including a Substitute Director, designated by Warburg pursuant to a provision of this Agreement. (b) Accounting Principles. Where the character or amount of any asset or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with U.S. generally accepted accounting principles at the time in effect, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement. (c) Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or

Transfer: any sale, assignment, pledge, hypothecation, or other disposition or encumbrance, whether or not for consideration. Voting Stock: securities of any class or classes of a corporation the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions). Warburg Directors: any director of the Company, including a Substitute Director, designated by Warburg pursuant to a provision of this Agreement. (b) Accounting Principles. Where the character or amount of any asset or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with U.S. generally accepted accounting principles at the time in effect, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement. (c) Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. (e) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof. 9. MISCELLANEOUS (a) Notices. (i) All communications under this Agreement shall be in writing and shall be delivered by hand or mailed by overnight courier or by registered or certified mail, postage prepaid: (A) if to any of the Management Investors, at the address of such Management Investor shown on Schedule I, or at such other address as the Management Investor may have furnished the Company in writing; (B) if to Warburg, at 466 Lexington Avenue, New York, New York 10017, Attention: Jeffrey A. Harris, or at such 25

other address as Warburg may have furnished the Company in writing; (C) if to the Company, to T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, New York 10017, Attention: Jeffrey A. Harris, or at such other address as it may have furnished in writing to each of the Investors; and (D) if to any of the Non-Management Investors, at the address of such Non-Management Investor shown on Schedule II, or at such other address as the Non-Management Investor may have furnished the Company in writing. (ii) Any notice so addressed shall be deemed to be given: if delivered by hand, on the date of such delivery; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. (b) Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents received by each Investors pursuant hereto and (iii) financial statements, certificates and other information previously or hereafter

other address as Warburg may have furnished the Company in writing; (C) if to the Company, to T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, New York 10017, Attention: Jeffrey A. Harris, or at such other address as it may have furnished in writing to each of the Investors; and (D) if to any of the Non-Management Investors, at the address of such Non-Management Investor shown on Schedule II, or at such other address as the Non-Management Investor may have furnished the Company in writing. (ii) Any notice so addressed shall be deemed to be given: if delivered by hand, on the date of such delivery; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. (b) Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents received by each Investors pursuant hereto and (iii) financial statements, certificates and other information previously or hereafter furnished to each Investor, may be reproduced by each Investor by an photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and each Investor may destroy any original document so reproduced. All parties hereto agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by each Investor in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. (d) Entire Agreement; Amendment and Waiver. This Agreement and the Subscription Agreements constitute the entire understanding of the parties hereto relating to the subject matter hereof and supersede all prior understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of (i) Warburg, (ii) the holder or holders of a majority of the shares of Common Stock (other than Plan Stock and other than those shares held by Warburg or its Affiliates), which shall include Management Investors holding a majority of such shares held by Management Investors, and (iii) during such time that the Preferred Stock is convertible into Common Stock, 26

the holder or holders of a majority of the shares of Preferred Stock (other than those shares held by Warburg or its Affiliates), which shall include Management Investors holding a majority of such shares held by Management Investors. Without limiting the foregoing, at any time, by written notice to the Company, (I) Warburg may elect, which election shall be irrevocable, (A) to limit its rights to vote the shares of Common Stock and Preferred Stock held by it to the lesser of (i) 50.0% of the voting rights of the Common Stock and Preferred Stock outstanding and (ii) the voting rights of the Common Stock and Preferred Stock held by it, or (B) to waive any or all rights it may have under this Agreement; provided, that, unless such election shall expressly state to the contrary, such election shall not apply to any shares that are Transferred by Warburg and (II) NationsBanc Investment Corp. may elect, which election shall be irrevocable, (A) to limit its rights to vote the shares of Common Stock and Preferred Stock held by it to the lesser of (i) 5.0% of the voting rights of the Common Stock and Preferred Stock outstanding and (ii) the voting rights of the Common Stock and Preferred Stock held by it, or (B) to waive any or all rights it may have under this Agreement; provided, that, unless such election shall expressly state to the contrary, such election shall not apply to any shares that are Transferred by NationsBanc Investment Corp. (e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. 27

the holder or holders of a majority of the shares of Preferred Stock (other than those shares held by Warburg or its Affiliates), which shall include Management Investors holding a majority of such shares held by Management Investors. Without limiting the foregoing, at any time, by written notice to the Company, (I) Warburg may elect, which election shall be irrevocable, (A) to limit its rights to vote the shares of Common Stock and Preferred Stock held by it to the lesser of (i) 50.0% of the voting rights of the Common Stock and Preferred Stock outstanding and (ii) the voting rights of the Common Stock and Preferred Stock held by it, or (B) to waive any or all rights it may have under this Agreement; provided, that, unless such election shall expressly state to the contrary, such election shall not apply to any shares that are Transferred by Warburg and (II) NationsBanc Investment Corp. may elect, which election shall be irrevocable, (A) to limit its rights to vote the shares of Common Stock and Preferred Stock held by it to the lesser of (i) 5.0% of the voting rights of the Common Stock and Preferred Stock outstanding and (ii) the voting rights of the Common Stock and Preferred Stock held by it, or (B) to waive any or all rights it may have under this Agreement; provided, that, unless such election shall expressly state to the contrary, such election shall not apply to any shares that are Transferred by NationsBanc Investment Corp. (e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. 27

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first above written. T.K.G. ACQUISITION CORP.
By: /s/ Burton B. Staniar _______________________________ Name: Burton B. Staniar Title: Chairman of the Board and Chief Executive Officer

WARBURG, PINCUS VENTURES, L.P. By: Warburg, Pincus & Co., General Partner
By: /s/ Jeffrey A. Harris _______________________________ Name: Jeffrey A. Harris Title: Managing Director

NON-MANAGEMENT INVESTOR: NATIONSBANC INVESTMENT CORP.
By: /s/ Ann B. Hayes ________________________________ Name: Ann B. Hayes Title: Senior Vice President

MANAGEMENT INVESTORS: [Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first above written. T.K.G. ACQUISITION CORP.
By: /s/ Burton B. Staniar _______________________________ Name: Burton B. Staniar Title: Chairman of the Board and Chief Executive Officer

WARBURG, PINCUS VENTURES, L.P. By: Warburg, Pincus & Co., General Partner
By: /s/ Jeffrey A. Harris _______________________________ Name: Jeffrey A. Harris Title: Managing Director

NON-MANAGEMENT INVESTOR: NATIONSBANC INVESTMENT CORP.
By: /s/ Ann B. Hayes ________________________________ Name: Ann B. Hayes Title: Senior Vice President

MANAGEMENT INVESTORS: [Signatures on following pages]

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Burton B. Staniar ----------------------------------Burton B. Staniar

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ John H. Lynch ----------------------------------John H. Lynch

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Burton B. Staniar ----------------------------------Burton B. Staniar

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ John H. Lynch ----------------------------------John H. Lynch

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Wolfgang Billstein ----------------------------------Wolfgang Billstein

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Kathleen G. Bradley ----------------------------------Kathleen G. Bradley

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Andrew B. Cogan ----------------------------------Andrew B. Cogan

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ John H. Lynch ----------------------------------John H. Lynch

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Wolfgang Billstein ----------------------------------Wolfgang Billstein

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Kathleen G. Bradley ----------------------------------Kathleen G. Bradley

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Andrew B. Cogan ----------------------------------Andrew B. Cogan

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barbara E. Ellixson ----------------------------------Barbara E. Ellixson

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Wolfgang Billstein ----------------------------------Wolfgang Billstein

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Kathleen G. Bradley ----------------------------------Kathleen G. Bradley

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Andrew B. Cogan ----------------------------------Andrew B. Cogan

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barbara E. Ellixson ----------------------------------Barbara E. Ellixson

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Arthur C. Graves ----------------------------------Arthur C. Graves

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Kathleen G. Bradley ----------------------------------Kathleen G. Bradley

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Andrew B. Cogan ----------------------------------Andrew B. Cogan

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barbara E. Ellixson ----------------------------------Barbara E. Ellixson

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Arthur C. Graves ----------------------------------Arthur C. Graves

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Pamela G. Jones ----------------------------------Pamela G. Jones

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29,

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Andrew B. Cogan ----------------------------------Andrew B. Cogan

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barbara E. Ellixson ----------------------------------Barbara E. Ellixson

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Arthur C. Graves ----------------------------------Arthur C. Graves

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Pamela G. Jones ----------------------------------Pamela G. Jones

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barry L. McCabe ----------------------------------Barry L. McCabe

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barbara E. Ellixson ----------------------------------Barbara E. Ellixson

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Arthur C. Graves ----------------------------------Arthur C. Graves

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Pamela G. Jones ----------------------------------Pamela G. Jones

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barry L. McCabe ----------------------------------Barry L. McCabe

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Patrick A. Milberger ----------------------------------Patrick A. Milberger

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Alan S. Millstein ----------------------------------Alan S. Millstein

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Arthur C. Graves ----------------------------------Arthur C. Graves

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Pamela G. Jones ----------------------------------Pamela G. Jones

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barry L. McCabe ----------------------------------Barry L. McCabe

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Patrick A. Milberger ----------------------------------Patrick A. Milberger

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Alan S. Millstein ----------------------------------Alan S. Millstein

SCHEDULE I Management Investors Wolfgang Billstein Ziegelhoette 32 61476 Kronberg

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Pamela G. Jones ----------------------------------Pamela G. Jones

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barry L. McCabe ----------------------------------Barry L. McCabe

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Patrick A. Milberger ----------------------------------Patrick A. Milberger

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Alan S. Millstein ----------------------------------Alan S. Millstein

SCHEDULE I Management Investors Wolfgang Billstein Ziegelhoette 32 61476 Kronberg Germany Kathleen G. Bradley 3925 N. Stratford Atlanta, Georgia 30342 Andrew B. Cogan 1 West 64th Street, Apt. 4B New York, New York 10023

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Barry L. McCabe ----------------------------------Barry L. McCabe

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Patrick A. Milberger ----------------------------------Patrick A. Milberger

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Alan S. Millstein ----------------------------------Alan S. Millstein

SCHEDULE I Management Investors Wolfgang Billstein Ziegelhoette 32 61476 Kronberg Germany Kathleen G. Bradley 3925 N. Stratford Atlanta, Georgia 30342 Andrew B. Cogan 1 West 64th Street, Apt. 4B New York, New York 10023 Barbara E. Ellixson 308 Country Club Dr. Lansdale, Pennsylvania 19446 Arthur C. Graves 222 Cazneau Ave. Sausalito, California 94965 Pamela G. Jones 6205 Mountain Brook Lane

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Patrick A. Milberger ----------------------------------Patrick A. Milberger

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Alan S. Millstein ----------------------------------Alan S. Millstein

SCHEDULE I Management Investors Wolfgang Billstein Ziegelhoette 32 61476 Kronberg Germany Kathleen G. Bradley 3925 N. Stratford Atlanta, Georgia 30342 Andrew B. Cogan 1 West 64th Street, Apt. 4B New York, New York 10023 Barbara E. Ellixson 308 Country Club Dr. Lansdale, Pennsylvania 19446 Arthur C. Graves 222 Cazneau Ave. Sausalito, California 94965 Pamela G. Jones 6205 Mountain Brook Lane Atlanta, Georgia 30328 John H. Lynch c/o F. George Davitt, Esq. Testa Hurwitz & Thibeault 125 High Street Boston, Massachusetts 02110 Barry L. McCabe 5255 Deborah Court Doylestown, Pennsylvania 18901

Signature Page to Stockholders Agreement (Common Stock and Preferred Stock), dated as of February 29, 1996, among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and certain other stockholders, including the Management Investor set forth below.
/s/ Alan S. Millstein ----------------------------------Alan S. Millstein

SCHEDULE I Management Investors Wolfgang Billstein Ziegelhoette 32 61476 Kronberg Germany Kathleen G. Bradley 3925 N. Stratford Atlanta, Georgia 30342 Andrew B. Cogan 1 West 64th Street, Apt. 4B New York, New York 10023 Barbara E. Ellixson 308 Country Club Dr. Lansdale, Pennsylvania 19446 Arthur C. Graves 222 Cazneau Ave. Sausalito, California 94965 Pamela G. Jones 6205 Mountain Brook Lane Atlanta, Georgia 30328 John H. Lynch c/o F. George Davitt, Esq. Testa Hurwitz & Thibeault 125 High Street Boston, Massachusetts 02110 Barry L. McCabe 5255 Deborah Court Doylestown, Pennsylvania 18901 Patrick A. Milberger 2427 Saucon Circle Emmaus, Pennsylvania 18049 Alan S. Millstein 750 Hunt Drive Yardley, Pennsylvania 19067 Burton B. Staniar

SCHEDULE I Management Investors Wolfgang Billstein Ziegelhoette 32 61476 Kronberg Germany Kathleen G. Bradley 3925 N. Stratford Atlanta, Georgia 30342 Andrew B. Cogan 1 West 64th Street, Apt. 4B New York, New York 10023 Barbara E. Ellixson 308 Country Club Dr. Lansdale, Pennsylvania 19446 Arthur C. Graves 222 Cazneau Ave. Sausalito, California 94965 Pamela G. Jones 6205 Mountain Brook Lane Atlanta, Georgia 30328 John H. Lynch c/o F. George Davitt, Esq. Testa Hurwitz & Thibeault 125 High Street Boston, Massachusetts 02110 Barry L. McCabe 5255 Deborah Court Doylestown, Pennsylvania 18901 Patrick A. Milberger 2427 Saucon Circle Emmaus, Pennsylvania 18049 Alan S. Millstein 750 Hunt Drive Yardley, Pennsylvania 19067 Burton B. Staniar 23 Glendon Road Ho-Ho-Kus, New Jersey 07423

SCHEDULE II Non-Management Investors NationsBanc Investment Corp.

SCHEDULE II Non-Management Investors NationsBanc Investment Corp. 100 North Tryon Street, 10th Floor Charlotte, North Carolina 28255 Attn: Ann Hayes

EXHIBIT A JOINDER AGREEMENT Joinder Agreement, dated as of this ____ day of February, 1996, by and among T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and the undersigned (the "Investor"). Reference is made to that certain Stockholders Agreement (Common Stock and Preferred Stock) (the "Stockholders Agreement"), dated as of February 29, 1996, by and among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and the other holders of Common Stock and Preferred Stock from time to time party thereto, as the same may from time to time be amended. By executing this Joinder Agreement, the Investor hereby agrees to be bound by the terms of the Stockholders Agreement as if he were an original signatory to such Agreement and shall be deemed to be a [Non-] Management Investor thereunder. [insert for corporations only: The Investor hereby represents and warrants that (i) it is a corporation duly organized, validly existing and in good standing under the laws of ____________ and has the power and authority to execute and deliver this Agreement and perform its obligations hereunder, (ii) the execution, delivery and performance of this Agreement has been authorized by the board of directors of the Investor and no other approval or authorization is necessary and (iii) the execution, delivery and performance of this Agreement does not conflict with or violate the terms of its Certificate of Incorporation or By-laws or any agreement to which it is a party or may be bound.] IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written. Name: Agreed to and Accepted by: T.K.G. ACQUISITION CORP. Name: Title:

EXHIBIT 10.7 T.K.G. ACQUISITION CORP. STOCKHOLDERS AGREEMENT (COMMON STOCK UNDER STOCK INCENTIVE PLAN)

EXHIBIT A JOINDER AGREEMENT Joinder Agreement, dated as of this ____ day of February, 1996, by and among T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and the undersigned (the "Investor"). Reference is made to that certain Stockholders Agreement (Common Stock and Preferred Stock) (the "Stockholders Agreement"), dated as of February 29, 1996, by and among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and the other holders of Common Stock and Preferred Stock from time to time party thereto, as the same may from time to time be amended. By executing this Joinder Agreement, the Investor hereby agrees to be bound by the terms of the Stockholders Agreement as if he were an original signatory to such Agreement and shall be deemed to be a [Non-] Management Investor thereunder. [insert for corporations only: The Investor hereby represents and warrants that (i) it is a corporation duly organized, validly existing and in good standing under the laws of ____________ and has the power and authority to execute and deliver this Agreement and perform its obligations hereunder, (ii) the execution, delivery and performance of this Agreement has been authorized by the board of directors of the Investor and no other approval or authorization is necessary and (iii) the execution, delivery and performance of this Agreement does not conflict with or violate the terms of its Certificate of Incorporation or By-laws or any agreement to which it is a party or may be bound.] IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written. Name: Agreed to and Accepted by: T.K.G. ACQUISITION CORP. Name: Title:

EXHIBIT 10.7 T.K.G. ACQUISITION CORP. STOCKHOLDERS AGREEMENT (COMMON STOCK UNDER STOCK INCENTIVE PLAN) Stockholders Agreement, dated as of this ____ day of _________, 1996, by and among Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("Warburg"); the individuals whose names and addresses appear from time to time on Schedule I hereto (the "Management Stockholders"); and T.K.G. Acquisition Corp., a Delaware corporation (the "Company"). Certain terms used in this Agreement are defined in Section 6 hereof. RECITALS WHEREAS, pursuant to the T.K.G. Acquisition Corp. 1996 Stock Incentive Plan (the "Stock Plan") of the Company, the Company will make certain grants or sales of shares (including any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of such shares and any shares of Common Stock issued upon exercise of any Options (as defined below), the "Shares") of its

EXHIBIT 10.7 T.K.G. ACQUISITION CORP. STOCKHOLDERS AGREEMENT (COMMON STOCK UNDER STOCK INCENTIVE PLAN) Stockholders Agreement, dated as of this ____ day of _________, 1996, by and among Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("Warburg"); the individuals whose names and addresses appear from time to time on Schedule I hereto (the "Management Stockholders"); and T.K.G. Acquisition Corp., a Delaware corporation (the "Company"). Certain terms used in this Agreement are defined in Section 6 hereof. RECITALS WHEREAS, pursuant to the T.K.G. Acquisition Corp. 1996 Stock Incentive Plan (the "Stock Plan") of the Company, the Company will make certain grants or sales of shares (including any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of such shares and any shares of Common Stock issued upon exercise of any Options (as defined below), the "Shares") of its Common Stock, par value $.01 per share (the "Common Stock"), or options to purchase shares of Common Stock ("Options" and, together with the Shares, the "Securities") to the Management Stockholders; and WHEREAS. Warburg and certain management investors have agreed to purchase from the Company shares of its Common Stock and Series A 12% Participating Convertible Preferred Stock, par value $1.00 per share (the "Preferred Stock"); and WHEREAS, the Warburg, the Management Stockholders and the Company desire to promote their mutual interests by agreeing to certain matters relating to the operations of the Company and the disposition and voting of the Securities. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: 1. COVENANTS OF THE PARTIES (a) Legends. The certificates evidencing the Securities acquired by the Stockholders pursuant the Stock Plan or their permitted transferees will bear the following legend

reflecting the restrictions on the transfer of such securities contained in this Agreement: "The securities evidenced hereby are subject to the terms of that certain Stockholders Agreement (Common Stock Under Stock Incentive Plan), dated as of February 29, 1996, by and among the Company, Warburg, Pincus Ventures, L.P. and certain holders of Common Stock, including certain restrictions on transfer. A copy of such Stockholders Agreement has been filed with the Secretary of the Company and is available upon request." (b) Employee Stock Incentives. The Company shall reserve an aggregate of 1,500,000 shares (the "Incentive Shares") of Common Stock for grant or sale to key employees of the Company or its Subsidiaries, in such amounts and in such manner (including incentive and non-qualified stock options, restricted stock grants, stock bonuses or other stock incentive programs) as the Board of Directors of the Company (the "Board") shall, from time to time, determine in accordance with the provisions of the Stock Plan. The number of Incentive Shares so reserved shall be adjusted as set forth in the Stock Plan. (c) Additional Stockholders. The parties hereto acknowledge that, subject to the terms hereof, certain employees of the Company or its Subsidiaries may become stockholders of the Company after the date hereof and that such employees will be required, as a condition to the issuance of Securities to them under the Stock Plan, to execute a Joinder Agreement in the form attached hereto as Exhibit A (the "Joinder Agreement"). Upon execution of a

reflecting the restrictions on the transfer of such securities contained in this Agreement: "The securities evidenced hereby are subject to the terms of that certain Stockholders Agreement (Common Stock Under Stock Incentive Plan), dated as of February 29, 1996, by and among the Company, Warburg, Pincus Ventures, L.P. and certain holders of Common Stock, including certain restrictions on transfer. A copy of such Stockholders Agreement has been filed with the Secretary of the Company and is available upon request." (b) Employee Stock Incentives. The Company shall reserve an aggregate of 1,500,000 shares (the "Incentive Shares") of Common Stock for grant or sale to key employees of the Company or its Subsidiaries, in such amounts and in such manner (including incentive and non-qualified stock options, restricted stock grants, stock bonuses or other stock incentive programs) as the Board of Directors of the Company (the "Board") shall, from time to time, determine in accordance with the provisions of the Stock Plan. The number of Incentive Shares so reserved shall be adjusted as set forth in the Stock Plan. (c) Additional Stockholders. The parties hereto acknowledge that, subject to the terms hereof, certain employees of the Company or its Subsidiaries may become stockholders of the Company after the date hereof and that such employees will be required, as a condition to the issuance of Securities to them under the Stock Plan, to execute a Joinder Agreement in the form attached hereto as Exhibit A (the "Joinder Agreement"). Upon execution of a Joinder Agreement, such employees shall be deemed to be Management Stockholders under this Agreement and shall be entitled to all of the rights and benefits afforded to, and shall be subject to all the obligations of, such Stockholders hereunder. 2. TRANSFER OF SECURITIES Without the approval of the Board and subject to the restrictions on transfer under the Stock Plan, no Management Stockholder shall Transfer any Securities, or any beneficial interest therein, except (i) to members of such Management Stockholder's immediate family or trusts for the benefit of such Management Stockholder or such Management Stockholder's immediate family; upon the death of any Management Investor, to his or her respective executors, administrators or testamentary trustees; to a corporation or partnership, the sole stockholders or limited or general partners of which include only such Management Investor and members of such Management Investor's immediate family; a transfer from a Management Investor's trust or other transferee back to such Management Investor; a transfer to the legal guardian of a disabled Management Investor or of a Management 2 Investor's disabled immediate family member, provided in each instance that (A) such transferee executes and delivers to the Company and Warburg a Joinder Agreement and (B) any such transferee shall take such Securities subject to all limitations and obligations imposed on the Management Stockholder under the Stock Plan and any related grant agreement, (ii) to Warburg or an Affiliate thereof or (iii) after an Initial Public Offering, upon 30 days prior written notice to the Board; provided, however, that the restrictions on Transfer pursuant to this Section 2 shall terminate after an Initial Public Offering when Warburg owns less than 10% of the outstanding Common Stock and less than 10% of the outstanding Preferred Stock. Any Transfer or purported Transfer made in violation of this Section 2 shall be null and void and of no effect. 3. DRAG-ALONG RIGHT (a) If at any time and from time to time after the date of this Agreement, the holder or holders of a majority of the outstanding shares of voting capital stock of the Company (the "Proposed Transferors") wish to Transfer in a bona fide arms' length sale all shares of Common Stock and Preferred Stock then owned by them to any Person or Persons who are not Affiliates of the Proposed Transferors (for purposes of this Section 3(a), the "Proposed Transferee"), the Proposed Transferors shall have the right (the "Drag-Along Right") to require each Management Stockholder to sell to the Proposed Transferee all Securities (for the same per share consideration received by the Proposed Transferor for each such class of capital stock, and with respect to unexercised Options, less any exercise price payable with respect thereto) then held by the Management Stockholders, subject to purchase by the Proposed Transferee. Each Management Stockholders, agrees to take all steps necessary to enable him or it

Investor's disabled immediate family member, provided in each instance that (A) such transferee executes and delivers to the Company and Warburg a Joinder Agreement and (B) any such transferee shall take such Securities subject to all limitations and obligations imposed on the Management Stockholder under the Stock Plan and any related grant agreement, (ii) to Warburg or an Affiliate thereof or (iii) after an Initial Public Offering, upon 30 days prior written notice to the Board; provided, however, that the restrictions on Transfer pursuant to this Section 2 shall terminate after an Initial Public Offering when Warburg owns less than 10% of the outstanding Common Stock and less than 10% of the outstanding Preferred Stock. Any Transfer or purported Transfer made in violation of this Section 2 shall be null and void and of no effect. 3. DRAG-ALONG RIGHT (a) If at any time and from time to time after the date of this Agreement, the holder or holders of a majority of the outstanding shares of voting capital stock of the Company (the "Proposed Transferors") wish to Transfer in a bona fide arms' length sale all shares of Common Stock and Preferred Stock then owned by them to any Person or Persons who are not Affiliates of the Proposed Transferors (for purposes of this Section 3(a), the "Proposed Transferee"), the Proposed Transferors shall have the right (the "Drag-Along Right") to require each Management Stockholder to sell to the Proposed Transferee all Securities (for the same per share consideration received by the Proposed Transferor for each such class of capital stock, and with respect to unexercised Options, less any exercise price payable with respect thereto) then held by the Management Stockholders, subject to purchase by the Proposed Transferee. Each Management Stockholders, agrees to take all steps necessary to enable him or it to comply with the provisions of this Section 3(a), including, if necessary, voting any Securities in favor of the transaction with the Proposed Transferee (whether effected as a merger or otherwise) to facilitate the Proposed Transferors' exercise of a Drag-Along Right. (b) To exercise a Drag-Along Right, the Proposed Transferors shall give each Management Stockholder a written notice (for purposes of this Section 3, a "Drag-Along Notice") containing (i) the number of Securities that the Proposed Transferee proposes to acquire from the Proposed Transferors, (ii) the name and address of the Proposed Transferee, and (iii) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Management Stockholder shall thereafter be obligated to sell the Securities subject to such Drag-Along Notice, provided that the sale to the Proposed Transferee is consummated within 120 days of delivery of the Drag-Along Notice. If the sale is not consummated within such 120-day period, then each Management Stockholder shall no longer be obligated to sell such Management 3

Stockholder's Securities pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 3. (c) Notwithstanding anything contained in this Section 3, in the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Management Stockholders would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any applicable state securities law, then, at the option of the Proposed Transferors, the Management Stockholders may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board, unless, at the request of the Management Stockholders holding a majority of the Shares, the appraisal procedure set forth in Section 3(d) below is invoked. (d) Appraisal Procedure. If the Management Stockholders invoke an appraisal procedure to determine the amount of the fair market value in cash of the consideration for the Securities under Section 3(c) (the "Subject Securities"), then the Proposed Transferors, on the one hand, and the Management Stockholders, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation firm. Each appraiser shall, within 30 days of appointment, separately investigate the value of the consideration for the Subject Securities as of the proposed transfer date and shall submit a notice of an appraisal of that value to each party. Each appraiser shall be instructed to determine such value without regard to income tax consequences to the Management Stockholders as a result of receiving cash rather than other consideration. If, upon the completion of the initial appraisals (the "Earlier Appraisals"), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two

Stockholder's Securities pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 3. (c) Notwithstanding anything contained in this Section 3, in the event that all or a portion of the purchase price consists of securities and the sale of such securities to the Management Stockholders would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any applicable state securities law, then, at the option of the Proposed Transferors, the Management Stockholders may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board, unless, at the request of the Management Stockholders holding a majority of the Shares, the appraisal procedure set forth in Section 3(d) below is invoked. (d) Appraisal Procedure. If the Management Stockholders invoke an appraisal procedure to determine the amount of the fair market value in cash of the consideration for the Securities under Section 3(c) (the "Subject Securities"), then the Proposed Transferors, on the one hand, and the Management Stockholders, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a reputable valuation firm. Each appraiser shall, within 30 days of appointment, separately investigate the value of the consideration for the Subject Securities as of the proposed transfer date and shall submit a notice of an appraisal of that value to each party. Each appraiser shall be instructed to determine such value without regard to income tax consequences to the Management Stockholders as a result of receiving cash rather than other consideration. If, upon the completion of the initial appraisals (the "Earlier Appraisals"), the higher appraised value of such consideration is not more than 110% of the lower appraised value of such consideration, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the higher appraised value is more than 110% of the lower appraised value, the appraisers, within 10 days of the submission of the last appraisal, shall appoint a third appraiser who shall be member of a reputable valuation firm. The third appraiser shall, within 30 days of his appointment, appraise the value of the consideration for the Subject Securities (without regard to the income tax consequences to the Management Stockholders as a result of receiving cash rather than other consideration) as of the proposed transfer date and submit notice of his appraisal to each party. The value determined by the third appraiser shall be controlling as the amount of the cash equivalent unless the value is greater than the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless that value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any party fails to 4

appoint an appraiser or if one of the two initial appraisers fails after appointment to submit his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Proposed Transferor and one-half by the Management Stockholders. 4. REGISTRATION RIGHTS (a) Definitions. As used in this Section 4: (i) "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act; (ii) the term "Holder" shall mean any holder of Registrable Securities; (iii) the terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement; (iv) the term "Registrable Securities" means (A) the shares of Common Stock issued to Management Stockholders under the Stock Plan, which have theretofore become vested and have not theretofore become forfeited under the Stock Plan, and (B) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referred to in clause (A) above; provided that "Registrable Securities" shall not include any shares previously registered on a

appoint an appraiser or if one of the two initial appraisers fails after appointment to submit his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Proposed Transferor and one-half by the Management Stockholders. 4. REGISTRATION RIGHTS (a) Definitions. As used in this Section 4: (i) "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act; (ii) the term "Holder" shall mean any holder of Registrable Securities; (iii) the terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement; (iv) the term "Registrable Securities" means (A) the shares of Common Stock issued to Management Stockholders under the Stock Plan, which have theretofore become vested and have not theretofore become forfeited under the Stock Plan, and (B) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referred to in clause (A) above; provided that "Registrable Securities" shall not include any shares previously registered on a registration relating solely to employee benefit plans. (v) "Registration Expenses" shall mean (x) all expenses incurred by the Company in compliance with Sections 4 (b) hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company) and (y) all reasonable fees and disbursements of counsel for each of the Holders; and (vi) "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities. (b) Company Registration. 5

(i) If the Company shall determine to register any shares of Common Stock either for its own account or for the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities (of the same class of equity securities being registered under such registration statement) specified in a written request or requests, made by the Holders within fifteen (15) days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 4(b)(ii) below. Such written request may specify all or a part of the Holders' Registrable Securities of the same class of equity securities being registered under such registration statement. (ii) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving

(i) If the Company shall determine to register any shares of Common Stock either for its own account or for the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities (of the same class of equity securities being registered under such registration statement) specified in a written request or requests, made by the Holders within fifteen (15) days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 4(b)(ii) below. Such written request may specify all or a part of the Holders' Registrable Securities of the same class of equity securities being registered under such registration statement. (ii) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 4(b)(i)(A). In such event, the right of each of the Holders to registration pursuant to this Section 4(b) shall be conditioned upon such Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. The Holders whose shares are to be included in such registration shall (together with the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4(b), if the representative determines that marketing factors require a limitation on the number of shares to be underwritten, the Company shall so advise all holders of Registrable Securities requesting registration, and the Registrable Securities of the Company held by Holders shall be excluded from such registration and underwriting to the extent required by such limitation. If any of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the 6

underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (iii) Number and Transferability. Each of the Holders shall be entitled to have its shares included in an unlimited number of registrations pursuant to this Section 4(b). The registration rights granted pursuant to this Section 4(b) shall be assignable, in whole or in part, to any permitted transferee of the Shares, provided such transferee executes and delivers to the Company and to Warburg a Joinder Agreement. (c) Form S-3. Following the Initial Public Offering the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, Holders of Registrable Securities shall have the right to request unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), subject only to the following: (i) The Company shall not be required to effect a registration pursuant to this Section 4(c) unless the Holder or Holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000. (ii) The Company shall not be required to effect a registration pursuant to this Section 4(c) within 180 days of the effective date of the most recent registration pursuant to this Section 4(c) in which securities held by the requesting Holder could have been included for sale or distribution.

underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (iii) Number and Transferability. Each of the Holders shall be entitled to have its shares included in an unlimited number of registrations pursuant to this Section 4(b). The registration rights granted pursuant to this Section 4(b) shall be assignable, in whole or in part, to any permitted transferee of the Shares, provided such transferee executes and delivers to the Company and to Warburg a Joinder Agreement. (c) Form S-3. Following the Initial Public Offering the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, Holders of Registrable Securities shall have the right to request unlimited registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), subject only to the following: (i) The Company shall not be required to effect a registration pursuant to this Section 4(c) unless the Holder or Holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000. (ii) The Company shall not be required to effect a registration pursuant to this Section 4(c) within 180 days of the effective date of the most recent registration pursuant to this Section 4(c) in which securities held by the requesting Holder could have been included for sale or distribution. (iii) The Company shall not be required to effect a registration pursuant to this Section 4(c) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement. In such event, the Company shall have the right to defer the filing of the registration statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 4(d). (iv) The Company shall not be obligated to effect any registration pursuant to this Section 4(c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is 7

already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice thereof to all Holders of Registrable Securities within five (5) days of the receipt of a request for registration pursuant to this Section 4(c) and shall provide a reasonable opportunity for other Holders of Registrable Securities to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 4(b)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. (d) Expenses of Registration. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 4 (whether or not such registration, qualification or compliance is effectuated) shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered (or proposed to be registered) pro rata on the basis of the number of their shares so registered (or proposed to be registered. (e) Registration Procedures. In the case of each registration effected by the Company pursuant to Section 4, the Company will keep the Holders, as applicable, advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will:

already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice thereof to all Holders of Registrable Securities within five (5) days of the receipt of a request for registration pursuant to this Section 4(c) and shall provide a reasonable opportunity for other Holders of Registrable Securities to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 4(b)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. (d) Expenses of Registration. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 4 (whether or not such registration, qualification or compliance is effectuated) shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered (or proposed to be registered) pro rata on the basis of the number of their shares so registered (or proposed to be registered. (e) Registration Procedures. In the case of each registration effected by the Company pursuant to Section 4, the Company will keep the Holders, as applicable, advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will: (i) keep such registration effective for a period of one hundred twenty (120) days or until the Holders, as applicable, have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (A) such 120-day period shall be extended for a period of time equal to the period during which the Holders, as applicable, refrain from selling any securities included in such registration in accordance with provisions in Section 4(i) hereof; and (B) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a posteffective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of 8

information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement; and (ii) furnish such number of prospectuses and other documents incident thereto as each of the Holders, as applicable, from time to time may reasonably request. (f) Indemnification. (i) The Company will indemnify each of the Holders, as applicable, each of its officers, directors and partners, and each person controlling each of the Holders, with respect to each registration which has been effected pursuant to this Section 4, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each of the Holders, each of its officers, directors and partners, and each person controlling each of the Holders, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any

information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement; and (ii) furnish such number of prospectuses and other documents incident thereto as each of the Holders, as applicable, from time to time may reasonably request. (f) Indemnification. (i) The Company will indemnify each of the Holders, as applicable, each of its officers, directors and partners, and each person controlling each of the Holders, with respect to each registration which has been effected pursuant to this Section 4, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each of the Holders, each of its officers, directors and partners, and each person controlling each of the Holders, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by any Holder with respect to such Holder or underwriter with respect to such underwriter and stated to be specifically for use therein. (ii) Each of the Holders will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each Other Stockholder and each of their officers, directors, and partners, and each person controlling such Other Stockholder against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact with respect to such 9

Holder contained in any such registration statement, prospectus, offering circular or other document made by such Holder, or any omission (or alleged omission) to state therein a material fact with respect to such Holder required to be stated therein or necessary to make the statements by such Holder therein not misleading, and will reimburse the Company and such Other Stockholders, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the proceeds to such Holder of securities sold as contemplated herein. (iii) Each party entitled to indemnification under this Section 4(f) (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in

Holder contained in any such registration statement, prospectus, offering circular or other document made by such Holder, or any omission (or alleged omission) to state therein a material fact with respect to such Holder required to be stated therein or necessary to make the statements by such Holder therein not misleading, and will reimburse the Company and such Other Stockholders, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the proceeds to such Holder of securities sold as contemplated herein. (iii) Each party entitled to indemnification under this Section 4(f) (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 4 unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. 10

(iv) If the indemnification provided for in this Section 4(f) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (v) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling. (vi) The foregoing indemnity agreement of the Company and Holders is subject to the condition that, insofar as they relate to any loss, claim, liability or damage made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement in question becomes effective or the amended prospectus filed with the Commission pursuant to Commission Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter if a copy of the Final Prospectus was furnished to the underwriter and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.

(iv) If the indemnification provided for in this Section 4(f) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (v) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling. (vi) The foregoing indemnity agreement of the Company and Holders is subject to the condition that, insofar as they relate to any loss, claim, liability or damage made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement in question becomes effective or the amended prospectus filed with the Commission pursuant to Commission Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter if a copy of the Final Prospectus was furnished to the underwriter and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. (vii) Any indemnification payments required to be made to an Indemnified Party under this Section 4(f) shall be made as the related claims, losses, damages, liabilities or expenses are incurred. (g) Information by the Holders. Each of the Holders and each Other Stockholder holding securities included in any registration, shall furnish to the Company such information regarding such Holder or Other Stockholder and the distribution proposed by such Holder or Other Stockholder as the Company may reasonably request in writing and as shall be reasonably required 11

in connection with any registration, qualification or compliance referred to in this Section 4. (h) Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the restricted securities to the public without registration, the Company agrees to: (A) make and keep public information available as those terms are understood and defined in Rule 144, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (B) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and (C) so long as the Holder owns any Registrable Securities, furnish to the Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration.

in connection with any registration, qualification or compliance referred to in this Section 4. (h) Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the restricted securities to the public without registration, the Company agrees to: (A) make and keep public information available as those terms are understood and defined in Rule 144, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (B) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and (C) so long as the Holder owns any Registrable Securities, furnish to the Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration. (i) "Market Stand-off" Agreement. Each of the Holders agrees, if requested by the Company and an underwriter of shares of Common Stock (or other securities) of the Company, not to sell or otherwise transfer or dispose of any shares of Common Stock (or other securities) of the Company held by such Holder during the 90-day period (or such longer period if requested by such underwriter, up to 180 days) following the effective date of a registration statement of the Company filed under the Securities Act, provided that: (i) such agreement only applies to the first such registration statement of the Company which includes securities to be sold on the Company's behalf to the public in an underwritten offering; and 12

(ii) all officers and directors of the Company enter into similar agreements. If requested by the underwriters, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said 90-day period (or such longer period if requested by the underwriter, up to 180 days). The provisions of this Section 4(i) shall be binding upon any transferee who acquires Registrable Securities, whether or not such transferee is entitled to the registration rights provided hereunder. (j) Termination. The registration rights set forth in this Section 4 shall not be available to any Holder if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by such Holder could be sold in any 90-day period pursuant to Rule 144 under the Securities Act (without giving effect to the provisions of Rule 144(k)). The Company will arrange for a provision to the transfer agent for such shares of an opinion of counsel in connection with any such sale under Rule 144. 5. TERMINATION. The Agreement shall terminate on the date on which the Board and the holder or holders of a majority of the Securities issued under the Stock Plan shall have agreed in writing to terminate this Agreement; provided that Section 3 shall terminate upon an Initial Public Offering. Notwithstanding anything in this Agreement to the contrary, if a Management Stockholder's employment with the Company or its Subsidiaries is terminated, whether by such Management Stockholder or by the Company or its Subsidiaries, whether with or without cause, all rights of such Management Stockholder under this Agreement (but not the obligations) shall be terminated; provided that the Company's rights under Section 3 shall remain in full force and effect.

(ii) all officers and directors of the Company enter into similar agreements. If requested by the underwriters, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said 90-day period (or such longer period if requested by the underwriter, up to 180 days). The provisions of this Section 4(i) shall be binding upon any transferee who acquires Registrable Securities, whether or not such transferee is entitled to the registration rights provided hereunder. (j) Termination. The registration rights set forth in this Section 4 shall not be available to any Holder if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by such Holder could be sold in any 90-day period pursuant to Rule 144 under the Securities Act (without giving effect to the provisions of Rule 144(k)). The Company will arrange for a provision to the transfer agent for such shares of an opinion of counsel in connection with any such sale under Rule 144. 5. TERMINATION. The Agreement shall terminate on the date on which the Board and the holder or holders of a majority of the Securities issued under the Stock Plan shall have agreed in writing to terminate this Agreement; provided that Section 3 shall terminate upon an Initial Public Offering. Notwithstanding anything in this Agreement to the contrary, if a Management Stockholder's employment with the Company or its Subsidiaries is terminated, whether by such Management Stockholder or by the Company or its Subsidiaries, whether with or without cause, all rights of such Management Stockholder under this Agreement (but not the obligations) shall be terminated; provided that the Company's rights under Section 3 shall remain in full force and effect. 6. INTERPRETATION OF THIS AGREEMENT (a) Terms Defined. As used in this Agreement, the following terms have the respective meaning set forth below: Affiliate: means any person or entity, directly or indirectly, controlling, controlled by or under common control with such person or entity. Exchange Act: the Securities Exchange Act of 1934, as amended. Initial Public Offering: means the completion of an underwritten initial public offering for shares of Common Stock pursuant to a registration statement under the Securities Act 13

resulting in net proceeds to the Company and/or any selling stockholders of not less than $25,000,000. Other Stockholders: holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in a registration. Person: an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof. Security, Securities: as defined in Section 2(1) of the Securities Act. Securities Act: the Securities Act of 1933, as amended. Subsidiary: a corporation of which the Company owns, directly or indirectly, more than fifty percent (50%) of the Voting Stock. Transfer: any sale, assignment, pledge, hypothecation, or other disposition or encumbrance, whether or not for consideration. Voting Stock: securities of any class or classes of a corporation the holders of which are ordinarily, in the

resulting in net proceeds to the Company and/or any selling stockholders of not less than $25,000,000. Other Stockholders: holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in a registration. Person: an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof. Security, Securities: as defined in Section 2(1) of the Securities Act. Securities Act: the Securities Act of 1933, as amended. Subsidiary: a corporation of which the Company owns, directly or indirectly, more than fifty percent (50%) of the Voting Stock. Transfer: any sale, assignment, pledge, hypothecation, or other disposition or encumbrance, whether or not for consideration. Voting Stock: securities of any class or classes of a corporation the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions). (b) Accounting Principles. Where the character or amount of any asset or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with U.S. generally accepted accounting principles at the time in effect, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement. (c) Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. 14 (e) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof. 7. MISCELLANEOUS (a) Notices. (i) All communications under this Agreement shall be in writing and shall be delivered by hand or mailed by overnight courier or by registered or certified mail, postage prepaid: (A) if to any of the Management Stockholders, at the address of such Management Stockholder shown on Schedule I, or at such other address as the Management Stockholder may have furnished the Company in writing; (B) if to Warburg, at 466 Lexington Avenue, New York, New York 10017, Attention: Jeffrey A. Harris, or at such other address as Warburg may have furnished the Company in writing; and (C) if to the Company, to T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, New York 10017, Attention: Jeffrey A. Harris, or at such other address as it may have furnished in writing to each of the Stockholders.

(e) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof. 7. MISCELLANEOUS (a) Notices. (i) All communications under this Agreement shall be in writing and shall be delivered by hand or mailed by overnight courier or by registered or certified mail, postage prepaid: (A) if to any of the Management Stockholders, at the address of such Management Stockholder shown on Schedule I, or at such other address as the Management Stockholder may have furnished the Company in writing; (B) if to Warburg, at 466 Lexington Avenue, New York, New York 10017, Attention: Jeffrey A. Harris, or at such other address as Warburg may have furnished the Company in writing; and (C) if to the Company, to T.K.G. Acquisition Corp., c/o Warburg, Pincus Ventures, L.P., 466 Lexington Avenue, New York, New York 10017, Attention: Jeffrey A. Harris, or at such other address as it may have furnished in writing to each of the Stockholders. (ii) Any notice so addressed shall be deemed to be given: if delivered by hand, on the date of such delivery; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. (b) Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may hereafter be executed and , (ii) documents received by each Stockholders pursuant hereto and (iii) financial statements, certificates and other information previously or hereafter furnished to each Management Stockholder, may be reproduced by each Management Stockholder by an photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and each Management Stockholder may destroy any original document so reproduced. All parties hereto agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by each Management Stockholder in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. 15 (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. (d) Entire Agreement; Amendment and Waiver. This Agreement, together with the Stock Plan, and the Subscription Agreements constitute the entire understanding of the parties hereto relating to the subject matter hereof and supersede all prior understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of Warburg and the holder or holders (other than Warburg) of a majority of the shares of Common Stock. (e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. 16

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first above written. T.K.G. ACQUISITION CORP. By: _______________________________

(c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. (d) Entire Agreement; Amendment and Waiver. This Agreement, together with the Stock Plan, and the Subscription Agreements constitute the entire understanding of the parties hereto relating to the subject matter hereof and supersede all prior understandings among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of Warburg and the holder or holders (other than Warburg) of a majority of the shares of Common Stock. (e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. 16

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first above written. T.K.G. ACQUISITION CORP. By: _______________________________ Name: Title: WARBURG, PINCUS VENTURES, L.P. By: Warburg, Pincus & Co., General Partner By: _______________________________ Name: Title: MANAGEMENT STOCKHOLDERS: Burton B. Staniar John H. Lynch 17

SCHEDULE I Management Stockholders Burton B. Staniar [address] John H. Lynch [address]

EXHIBIT A JOINDER AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first above written. T.K.G. ACQUISITION CORP. By: _______________________________ Name: Title: WARBURG, PINCUS VENTURES, L.P. By: Warburg, Pincus & Co., General Partner By: _______________________________ Name: Title: MANAGEMENT STOCKHOLDERS: Burton B. Staniar John H. Lynch 17

SCHEDULE I Management Stockholders Burton B. Staniar [address] John H. Lynch [address]

EXHIBIT A JOINDER AGREEMENT Joinder Agreement, dated as of this ____ day of February, 1996, by and among T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and the undersigned (the "Stockholder"). Reference is made to that certain Stockholders Agreement (Common Stock Under Stock Incentive Plan) (the "Stockholders Agreement"), dated as of February 29, 1996, by and among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and the other holders of Securities from time to time party thereto, as the same may from time to time be amended. By executing this Joinder Agreement, the Stockholder hereby agrees to be bound by the terms of the Stockholders Agreement as if he were an original signatory to such Agreement and shall be deemed to be a Management Stockholder thereunder. IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written.

SCHEDULE I Management Stockholders Burton B. Staniar [address] John H. Lynch [address]

EXHIBIT A JOINDER AGREEMENT Joinder Agreement, dated as of this ____ day of February, 1996, by and among T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and the undersigned (the "Stockholder"). Reference is made to that certain Stockholders Agreement (Common Stock Under Stock Incentive Plan) (the "Stockholders Agreement"), dated as of February 29, 1996, by and among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and the other holders of Securities from time to time party thereto, as the same may from time to time be amended. By executing this Joinder Agreement, the Stockholder hereby agrees to be bound by the terms of the Stockholders Agreement as if he were an original signatory to such Agreement and shall be deemed to be a Management Stockholder thereunder. IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written. Name: Agreed to and Accepted by: T.K.G. ACQUISITION CORP. Name: Title:

EXHIBIT 10.8 1997 STOCK INCENTIVE PLAN ARTICLE I PURPOSE The TKG Acquisition Corp. 1997 Stock Incentive Plan (the "Plan") is intended as an incentive to encourage stock ownership by officers, certain other key employees, directors and consultants of TKG Acquisition Corp. (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

EXHIBIT A JOINDER AGREEMENT Joinder Agreement, dated as of this ____ day of February, 1996, by and among T.K.G. Acquisition Corp., a Delaware corporation (the "Company"), and the undersigned (the "Stockholder"). Reference is made to that certain Stockholders Agreement (Common Stock Under Stock Incentive Plan) (the "Stockholders Agreement"), dated as of February 29, 1996, by and among T.K.G. Acquisition Corp., Warburg, Pincus Ventures, L.P. and the other holders of Securities from time to time party thereto, as the same may from time to time be amended. By executing this Joinder Agreement, the Stockholder hereby agrees to be bound by the terms of the Stockholders Agreement as if he were an original signatory to such Agreement and shall be deemed to be a Management Stockholder thereunder. IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first above written. Name: Agreed to and Accepted by: T.K.G. ACQUISITION CORP. Name: Title:

EXHIBIT 10.8 1997 STOCK INCENTIVE PLAN ARTICLE I PURPOSE The TKG Acquisition Corp. 1997 Stock Incentive Plan (the "Plan") is intended as an incentive to encourage stock ownership by officers, certain other key employees, directors and consultants of TKG Acquisition Corp. (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

EXHIBIT 10.8 1997 STOCK INCENTIVE PLAN ARTICLE I PURPOSE The TKG Acquisition Corp. 1997 Stock Incentive Plan (the "Plan") is intended as an incentive to encourage stock ownership by officers, certain other key employees, directors and consultants of TKG Acquisition Corp. (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. Upon and after the time that the Company first becomes subject to Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), each member of the Committee must be a "Non-Employee Director" within the meaning of the rules promulgated under Section 16(b) and upon and after the time that grants under the Plan become subject to Section 162(m) of the Code, each member of the Committee shall also 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; and (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. 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

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; and (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. 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, 400,000 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 outstanding and (iii) the number of shares issued upon exercise of options. In the event that any Restricted Shares are forfeited or that any outstanding option under the Plan for any reason expires, 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 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 and options under the Plan.

In addition, Restricted Shares and options which are not incentive stock options may be granted to directors, consultants (including employees of consultants) or other key persons who the Committee determines shall receive options under the Plan. As of any grant date which is prior to the occurrence of an initial public offering of the Stock ("IPO"), it shall be a condition to the grant of Restricted Shares or options under the Plan that the grantee or optionee execute a Joinder Agreement in the form attached to the TKG Acquisition Corp. 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" means, (1) as of any date prior to an IPO, the Fair Market Value of the Company's Stock on such date, as determined by the Board in good faith, and (2) at the time of an IPO, the per share price to the public in such IPO, less any underwriting discount, multiplied by the number of shares of Stock issued and outstanding immediately prior to the time such IPO occurs. "Fair Market Value Per Share" means (1) prior to an IPO, the Fair Market Value per share of Stock, determined

In addition, Restricted Shares and options which are not incentive stock options may be granted to directors, consultants (including employees of consultants) or other key persons who the Committee determines shall receive options under the Plan. As of any grant date which is prior to the occurrence of an initial public offering of the Stock ("IPO"), it shall be a condition to the grant of Restricted Shares or options under the Plan that the grantee or optionee execute a Joinder Agreement in the form attached to the TKG Acquisition Corp. 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" means, (1) as of any date prior to an IPO, the Fair Market Value of the Company's Stock on such date, as determined by the Board in good faith, and (2) at the time of an IPO, the per share price to the public in such IPO, less any underwriting discount, multiplied by the number of shares of Stock issued and outstanding immediately prior to the time such IPO occurs. "Fair Market Value Per Share" means (1) prior to an IPO, the Fair Market Value per share of Stock, determined on a Fully Diluted Basis, (2) at the time of an IPO, the per share price to the public in such IPO less any per share underwriting discount, and (3) after an IPO, as of any date when the Stock is 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, 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, after an IPO, 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. "Fully Diluted Basis" means, with regard to determining Fair Market Value Per Share, the amount determined by dividing (1) the sum of (i) the Fair Market Value as of the date of determination, plus (ii) the exercise or conversion price, if any, associated with any dilutive options, warrants or other securities which could be exchanged for Stock, by (2) the sum of (i) the total number of shares of Stock outstanding, plus (ii) the number of shares of Stock subject to such dilutive options, warrants or other securities.

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. 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

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. 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 dividiends 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). 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 this Agreement, 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. 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.

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 this Agreement, 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. 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. 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

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. 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 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 granted hereunder, the number of shares of Stock covered by each outstanding option 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. No adjustments shall be made upon any

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 granted hereunder, the number of shares of Stock covered by each outstanding option 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. No adjustments shall be made upon any conversion of the Company's Series A Preferred Stock. Any adjustment shall be conclusively determined by the Committee. 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, and the number or kind of shares of Stock or other securities covered by outstanding options, 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 Committee shall notify optionees of any intended sale of all or substantially all of the Company's assets within a reasonable time prior to such sale. 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

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. 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

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. 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 February 14, 1997, the date of adoption of the Plan by the Company's 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 February 13, 2007.

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

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 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 Company's Board shall be required for the payment of any amount in settlement of

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 Company's 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 ByLaws, 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 New York 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 Company's Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed 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. *** As adopted by the Board of Directors of TKG Acquisition Corp. as of February 14, 1997

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 Company's Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed 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. *** As adopted by the Board of Directors of TKG Acquisition Corp. as of February 14, 1997

EXHIBIT 10.9 December 1, 1996 Mr. Wolfgang Billstein Ziegelhuette 32 D-61476 Kronberg GERMANY RE: CONSULTING AGREEMENT BETWEEN KNOLL, INC. AND WOLFGANG BILLSTEIN Dear Wolfgang: This letter, once it is signed by both parties, shall act as the Consulting Agreement ("Agreement") between Knoll, Inc. ("Knoll") and Wolfgang Billstein ("Consultant"). Please sign both originals of this letter and return one original to me. ENGAGEMENT - Consultant will perform a variety of consulting services to Knoll and its European affiliates, as directed by the Chairman or the Vice Chairman of Knoll during the term of this Agreement, including but not limited to the following services: a. Developing and implementing a plan to maximize the financial performance and revenue growth of Knoll Europe in accordance with the financial objectives agreed upon with Knoll; b. Advising the management of Knoll and of Knoll Europe, as appropriate; and c. Continuing to implement and monitor performance under the Knoll Ethics Program. Major financial, structural, legal issues as well as all contracts and personnel matters and "extraordinary business matters" (as hereinafter defined) shall be pre-approved by the Chairman or Vice Chairman of Knoll. Consultant shall keep Knoll Europe's affairs completely separate from any other business(es) for which Consultant does work or in which Consultant has any direct or indirect ownership, financial or other interest.

EXHIBIT 10.9 December 1, 1996 Mr. Wolfgang Billstein Ziegelhuette 32 D-61476 Kronberg GERMANY RE: CONSULTING AGREEMENT BETWEEN KNOLL, INC. AND WOLFGANG BILLSTEIN Dear Wolfgang: This letter, once it is signed by both parties, shall act as the Consulting Agreement ("Agreement") between Knoll, Inc. ("Knoll") and Wolfgang Billstein ("Consultant"). Please sign both originals of this letter and return one original to me. ENGAGEMENT - Consultant will perform a variety of consulting services to Knoll and its European affiliates, as directed by the Chairman or the Vice Chairman of Knoll during the term of this Agreement, including but not limited to the following services: a. Developing and implementing a plan to maximize the financial performance and revenue growth of Knoll Europe in accordance with the financial objectives agreed upon with Knoll; b. Advising the management of Knoll and of Knoll Europe, as appropriate; and c. Continuing to implement and monitor performance under the Knoll Ethics Program. Major financial, structural, legal issues as well as all contracts and personnel matters and "extraordinary business matters" (as hereinafter defined) shall be pre-approved by the Chairman or Vice Chairman of Knoll. Consultant shall keep Knoll Europe's affairs completely separate from any other business(es) for which Consultant does work or in which Consultant has any direct or indirect ownership, financial or other interest. Consultant will spend whatever amount of his personal time is necessary or appropriate to complete Consultant's services and duties hereunder. Consultant will spend his full time performing consulting services for Knoll. Page 1

Mr. Wolfgang Billstein December 1, 1996 COMPENSATION - Consultant shall receive a monthly fee of 52,249 Deutsche Marks ("Monthly Fee") and shall be reimbursed on a monthly basis for his reasonable out-of-pocket travel and business expenses. Consultant shall submit monthly invoices with supporting documentation as reasonably required by Knoll. Payment terms are net thirty (30) days. For Fiscal 1997, in addition to the Monthly Fee, Consultant shall receive a contingent incentive in U.S. Dollars equal to 6% of the positive operating profit of Knoll Europe on Knoll's U.S. Dollar internal financial statements for Knoll Europe for the fiscal year commencing on December 1, 1996 and ending on November 30, 1997 ("Fiscal 1997"), provided that such operating profit is at least $2 Million ("OP Incentive"). If operating profit for Knoll Europe is less than $2 Million for Fiscal 1997, the OP Incentive shall be zero. Notwithstanding anything to the contrary, the OP Incentive shall not exceed the sum of $240,000. For example: (a) If operating profit for Knoll Europe for Fiscal 1997 is $1.9 Million, the OP Incentive shall be zero.

Mr. Wolfgang Billstein December 1, 1996 COMPENSATION - Consultant shall receive a monthly fee of 52,249 Deutsche Marks ("Monthly Fee") and shall be reimbursed on a monthly basis for his reasonable out-of-pocket travel and business expenses. Consultant shall submit monthly invoices with supporting documentation as reasonably required by Knoll. Payment terms are net thirty (30) days. For Fiscal 1997, in addition to the Monthly Fee, Consultant shall receive a contingent incentive in U.S. Dollars equal to 6% of the positive operating profit of Knoll Europe on Knoll's U.S. Dollar internal financial statements for Knoll Europe for the fiscal year commencing on December 1, 1996 and ending on November 30, 1997 ("Fiscal 1997"), provided that such operating profit is at least $2 Million ("OP Incentive"). If operating profit for Knoll Europe is less than $2 Million for Fiscal 1997, the OP Incentive shall be zero. Notwithstanding anything to the contrary, the OP Incentive shall not exceed the sum of $240,000. For example: (a) If operating profit for Knoll Europe for Fiscal 1997 is $1.9 Million, the OP Incentive shall be zero. (b) If operating profit for Knoll Europe for Fiscal 1997 is $2.9 Million, the OP Incentive shall be $174,000. (c) If operating profit for Knoll Europe for Fiscal 1997 is $3.9 Million, the OP Incentive shall be $234,000. For Fiscal 1997, in addition to the Monthly Fee and the OP Incentive, Consultant shall receive a contingent incentive in U.S. Dollars equal to 4% of the incremental "Orders" (as defined by this Agreement and Knoll's internal accounting policies, practices and procedures) volume in excess of $55 Million for Fiscal 1997 for Knoll Europe on Knoll's U.S. Dollar financial statements, provided that Knoll Europe's operating profit for Fiscal 1997 is at least $2 Million ("Orders Incentive"). If Knoll Europe's operating profit for Fiscal 1997 is less than $2 Million, the Orders Incentive shall be zero. There is no maximum payout or limit on the amount of the Orders Incentive. For example: (a) If operating profit for Knoll Europe for Fiscal 1997 is $1.9 Million and Orders for Fiscal 1997 are $60 Million, the Orders Incentive shall be zero. (b) If operating profit for Knoll Europe for Fiscal 1997 is equal to or greater than $2.0 Million and Orders for Fiscal 1997 are $60 Million, the Orders Incentive shall be $200,000 ($60 Million less $55 Million = $5 Million x 4% = $200,000). Page 2

Mr. Wolfgang Billstein December 1, 1996 (c) If the facts are the same as section (b) above except that Orders for Fiscal 1997 are $65 Million, the Orders Incentive shall be $400,000 ($65 Million less $55 Million = $10 Million x 4% = $400,000). All determinations of valid Orders and all operating profit calculations for purposes of determining the Orders Incentive and OP Incentive shall be made using Knoll's internal accounting policies, practices and procedures as interpreted and determined by Knoll's Vice President and Controller in his sole discretion and after Knoll Europe's financial statements are converted to U.S. Dollars using Knoll's internal currency conversion policies. The calculation of Knoll Europe's operating profit on Knoll's internal financial statements shall include charges for Consultant's Monthly Fees, OP Incentive, Orders Incentive, travel and business expenses and incentive accruals for all other Knoll Europe incentives. Unusual income (such as gains on sales of fixed assets), unusual expenditures (such as restructuring costs), changes in depreciation and goodwill (other than changes in depreciation and goodwill in the ordinary course of business) shall be disregarded in determining operating profit

Mr. Wolfgang Billstein December 1, 1996 (c) If the facts are the same as section (b) above except that Orders for Fiscal 1997 are $65 Million, the Orders Incentive shall be $400,000 ($65 Million less $55 Million = $10 Million x 4% = $400,000). All determinations of valid Orders and all operating profit calculations for purposes of determining the Orders Incentive and OP Incentive shall be made using Knoll's internal accounting policies, practices and procedures as interpreted and determined by Knoll's Vice President and Controller in his sole discretion and after Knoll Europe's financial statements are converted to U.S. Dollars using Knoll's internal currency conversion policies. The calculation of Knoll Europe's operating profit on Knoll's internal financial statements shall include charges for Consultant's Monthly Fees, OP Incentive, Orders Incentive, travel and business expenses and incentive accruals for all other Knoll Europe incentives. Unusual income (such as gains on sales of fixed assets), unusual expenditures (such as restructuring costs), changes in depreciation and goodwill (other than changes in depreciation and goodwill in the ordinary course of business) shall be disregarded in determining operating profit as determined by the Chairman of Knoll. Knoll Europe is the group of Knoll entities included in Knoll's internal financial statements as of the date hereof. Payment of the Orders Incentive and OP Incentive, if appropriate hereunder, would be paid to Consultant on or before February 28, 1998. The payments of the OP Incentive and the Orders Incentive shall be made in German Deutsche Marks using the exchange rate from the U.S. Dollar calculations contemplated hereby at the exchange rates that are reported in the Wall Street Journal on the date of the payments. For the fiscal years after Fiscal 1997, the parties will discuss and attempt in good faith to design incentives for Consultant that are consistent with Knoll's financial objectives for said fiscal years; provided, however, that Knoll reserves the right to ultimately determine said incentives in its sole discretion. TERM; TERMINATION - The term of this Agreement shall begin on December 1, 1996 and end on November 30, 1997, subject to termination as hereinafter set forth. This Agreement shall automatically renew for an additional one (1)-year period for "Fiscal 1998" (December 1, 1997 to November 30, 1998) and "Fiscal 1999" (December 1, 1998 to November 30, 1999) unless either party elects not to renew and informs the other party prior to October 1, 1997 (for Fiscal 1998) or October 1, 1998 (for Fiscal 1999). If a party elects not to renew this Agreement or if Knoll terminates the Agreement for "Good Cause," Knoll shall be released for any and all future liability to Consultant under this Agreement, including any liability for a "Termination Payment" (as hereinafter defined), fees, compensation or any incentives. Page 3

Mr. Wolfgang Billstein December 1, 1996 In addition, notwithstanding any other provision hereof, Knoll shall have the unilateral right to terminate Consultant with or without any cause and without any further liability for fees, compensation or incentives whatsoever upon three (3) month's notice and upon payment to Consultant of the "Termination Payment". Payment of the Termination Payment, if appropriate hereunder, would be made within thirty (30) days of the effective date of termination. For purposes of this Agreement, the term "Termination Payment" means 313,494 Deutsche Marks ("Base Termination Payment") plus the "Additional Termination Payment" (as hereinafter defined). In addition, for notices of termination of Consultant sent by Knoll during Fiscal 1997, the "Additional Termination Payment" shall be defined as the sum of the OP Incentive and the Orders Incentive determined in accordance hereunder multiplied by a fraction having as its numerator the number of months actually worked by Consultant after December 1, 1996 but before the earlier of notice of termination is given to Consultant and November 30, 1997, and having as its denominator the number twelve (12). For Fiscal 1998 and Fiscal 1999, assuming this Agreement is in force and has not earlier been terminated, not renewed or expired, if incentives have been successfully determined for said fiscal years, then the parties will

Mr. Wolfgang Billstein December 1, 1996 In addition, notwithstanding any other provision hereof, Knoll shall have the unilateral right to terminate Consultant with or without any cause and without any further liability for fees, compensation or incentives whatsoever upon three (3) month's notice and upon payment to Consultant of the "Termination Payment". Payment of the Termination Payment, if appropriate hereunder, would be made within thirty (30) days of the effective date of termination. For purposes of this Agreement, the term "Termination Payment" means 313,494 Deutsche Marks ("Base Termination Payment") plus the "Additional Termination Payment" (as hereinafter defined). In addition, for notices of termination of Consultant sent by Knoll during Fiscal 1997, the "Additional Termination Payment" shall be defined as the sum of the OP Incentive and the Orders Incentive determined in accordance hereunder multiplied by a fraction having as its numerator the number of months actually worked by Consultant after December 1, 1996 but before the earlier of notice of termination is given to Consultant and November 30, 1997, and having as its denominator the number twelve (12). For Fiscal 1998 and Fiscal 1999, assuming this Agreement is in force and has not earlier been terminated, not renewed or expired, if incentives have been successfully determined for said fiscal years, then the parties will discuss and attempt in good faith to design an Additional Termination Payment that is consistent with the above approach and is consistent with Knoll's financial objectives for said fiscal years; provided, however, that Knoll reserves the right to ultimately determine said Additional Termination Payments in its sole discretion. As a condition precedent to receiving the Termination Payment, Consultant shall execute a complete release of Knoll and its affiliates in a form satisfactory to Knoll. For purposes of this Agreement, "Good Cause" means: a. Termination or breach of this Agreement by Consultant; b. Conviction of Consultant or any employee of Consultant of a felony (or similar international law); or c. Consultant's willful misconduct or fraud. The expiration or termination by this Agreement shall not affect Knoll's rights to enforce the "Miscellaneous" provisions hereof. MISCELLANEOUS - Consultant is an independent contractor and not an agent or employee of Knoll. Consultant is not integrated into the operation of Knoll Europe and is free to decide how, were and when to work on the assignments necessary for it to perform under Page 4

Mr. Wolfgang Billstein December 1, 1996 this Agreement. Except as permitted herein, Consultant shall not enter into any contracts on behalf of Knoll or its affiliates. Consultant shall keep all information and trade secrets regarding Knoll or its affiliates strictly confidential, including the terms of this Agreement. Any and all intellectual property rights and other drawings, designs, specifications, data maskworks, copyrightable works, inventions, discoveries, computer programs, photos and documents developed by Consultant, his employees, agents and subcontractors during this Agreement or for a period of one (1) year thereafter shall belong to Knoll. Consultant shall not take any action which directly or indirectly competes with or conflicts with the business of Knoll in Europe during the term of this Agreement.

Mr. Wolfgang Billstein December 1, 1996 this Agreement. Except as permitted herein, Consultant shall not enter into any contracts on behalf of Knoll or its affiliates. Consultant shall keep all information and trade secrets regarding Knoll or its affiliates strictly confidential, including the terms of this Agreement. Any and all intellectual property rights and other drawings, designs, specifications, data maskworks, copyrightable works, inventions, discoveries, computer programs, photos and documents developed by Consultant, his employees, agents and subcontractors during this Agreement or for a period of one (1) year thereafter shall belong to Knoll. Consultant shall not take any action which directly or indirectly competes with or conflicts with the business of Knoll in Europe during the term of this Agreement. Knoll acknowledges that on July 1, 1996, the Board of Directors of Knoll International S.p.A. (Italy) appointed Consultant as Chairman of the Board of Knoll International S.p.A. (Italy) and granted certain powers to Consultant to manage that company. Knoll is aware that certain managerial powers relating to extraordinary business matters of Knoll International S.p.A. (Italy) may conflict with the provisions set forth in this Agreement. Therefore, Consultant will have full authority for any ordinary business matters while Knoll will require that any extraordinary business matters are referred to the Chairman or Vice Chairman of Knoll for Knoll's prior approval, as required hereunder. For purposes of this Agreement, "extraordinary business matters" shall include the following with respect to Knoll or any Knoll subsidiary or affiliate: acquisitions, divestitures, joint ventures, partnerships, or other unusual business combinations; purchasing, selling or leasing real estate; major product development initiatives; licensing agreements or other purchase or sale of intellectual property; covenants not to compete; hiring, firing and promoting senior management; consulting agreements or other material agreements outside the ordinary course of business. Knoll will also keep Consultant indemnified against any losses and damages which Consultant may suffer in connection with the performance of Consultant's duties as Chairman of the Board of Knoll International S.p.A. (Italy) under the law and under the Knoll International S.p.A. (Italy) Board of Directors' resolution of July 1, 1996, except in the event that Wolfgang Billstein has performed his duties with gross negligence or fraud or in a manner inconsistent with the terms hereof. All services performed by Consultant, including, but not limited to, the services rendered in the capacity of Chairman of the Board of Knoll International S.p.A. (Italy) shall not entitle Consultant to any compensation or benefits in addition to the compensation provided in the Agreement. Page 5

Mr. Wolfgang Billstein December 1, 1996 All taxes applicable to any amounts paid by Knoll to Consultant shall be Consultant's liability and Knoll shall not withhold any such amounts for taxes. Consultant shall comply with all applicable laws (including U.S. laws) in the performance of his duties hereunder. This Agreement sets forth the entire understanding of the parties with regard to the subject matter herein and merges and supersedes any other oral or written agreements, discussions, understandings and/or terms. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, United States of America applicable to agreements made and to be performed wholly within such jurisdiction. The parties agree that any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a Federal or State court sitting in the State of New York which shall be the exclusive jurisdiction and

Mr. Wolfgang Billstein December 1, 1996 All taxes applicable to any amounts paid by Knoll to Consultant shall be Consultant's liability and Knoll shall not withhold any such amounts for taxes. Consultant shall comply with all applicable laws (including U.S. laws) in the performance of his duties hereunder. This Agreement sets forth the entire understanding of the parties with regard to the subject matter herein and merges and supersedes any other oral or written agreements, discussions, understandings and/or terms. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, United States of America applicable to agreements made and to be performed wholly within such jurisdiction. The parties agree that any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a Federal or State court sitting in the State of New York which shall be the exclusive jurisdiction and venue of said legal proceedings and each party hereto waives any objection which such party may now or hereafter have to the laying of venue of any such actions, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against such party when transmitted in writing to the address of each contained herein. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. Consultant shall not assign this Agreement. Any attempted assignment shall be null, void and of no legal effect. This Agreement shall not become effective until and unless the Agreement and Exhibit "A" are signed by the Consultant and the Agreement signed by Knoll. KNOLL , INC. BY:_________________________________ BURTON B. STANIAR, CHAIRMAN AGREED: BY:________________________________ WOLFGANG BILLSTEIN Page 6

EXHIBIT "A" CONSULTANT CERTIFICATION The undersigned hereby certifies that Wolfgang Billstein has not made and will not make any gift or payment of money or anything of value, directly or indirectly, to any official or employee of any government, or any department or agency thereof (including government-owned companies) or to any political party or candidate for political office for the corrupt purpose of inducing such official, employee, party or candidate to misuse his position or to influence any act or decision of a government, department or agency thereof in order to obtain, retain or direct business to or for Knoll, Inc. and/or any subsidiary or affiliate thereof. WITNESS: Wolfgang Billstein Date:_______________________

EXHIBIT "A" CONSULTANT CERTIFICATION The undersigned hereby certifies that Wolfgang Billstein has not made and will not make any gift or payment of money or anything of value, directly or indirectly, to any official or employee of any government, or any department or agency thereof (including government-owned companies) or to any political party or candidate for political office for the corrupt purpose of inducing such official, employee, party or candidate to misuse his position or to influence any act or decision of a government, department or agency thereof in order to obtain, retain or direct business to or for Knoll, Inc. and/or any subsidiary or affiliate thereof. WITNESS: Wolfgang Billstein Date:_______________________

EXHIBIT 21 LIST OF SUBSIDIARIES
Wholly Owned Subsidiaries of the Company - ---------------------------

Jurisdiction of Incorporation -----------------------------

T.K.G. Canada, Inc.

New Brunswick, Canada Ontario, Canada

Knoll North America Corp. (wholly owned by T.K.G. Canada, Inc.) Spinneybeck Enterprises, Inc. Spinneybeck, Ltd. (wholly owned subsidiary of Spinneybeck Enterprises, Inc.) Knoll Overseas, Inc. Knoll Europe B.V. (wholly owned subsidiary of Knoll Overseas, Inc.) Knoll Italy, Ltd. (wholly owned subsidiary of Knoll Europe B.V.) Knoll International S.p.A. (75% owned by Knoll Europe B.V. and 25% owned by Knoll Italy, Ltd.) Knoll International, Ltd. (wholly owned subsidiary of Knoll Europe B.V.) Knoll International S.A. (wholly owned subsidiary of Knoll Europe B.V.) Knoll International Deutschland GmBH (wholly owned subsidiary

New York Ontario, Canada

Delaware Netherlands

England & Wales

Italy

England & Wales

France

Germany

EXHIBIT 21 LIST OF SUBSIDIARIES
Wholly Owned Subsidiaries of the Company - ---------------------------

Jurisdiction of Incorporation -----------------------------

T.K.G. Canada, Inc.

New Brunswick, Canada Ontario, Canada

Knoll North America Corp. (wholly owned by T.K.G. Canada, Inc.) Spinneybeck Enterprises, Inc. Spinneybeck, Ltd. (wholly owned subsidiary of Spinneybeck Enterprises, Inc.) Knoll Overseas, Inc. Knoll Europe B.V. (wholly owned subsidiary of Knoll Overseas, Inc.) Knoll Italy, Ltd. (wholly owned subsidiary of Knoll Europe B.V.) Knoll International S.p.A. (75% owned by Knoll Europe B.V. and 25% owned by Knoll Italy, Ltd.) Knoll International, Ltd. (wholly owned subsidiary of Knoll Europe B.V.) Knoll International S.A. (wholly owned subsidiary of Knoll Europe B.V.) Knoll International Deutschland GmBH (wholly owned subsidiary of Knoll Europe B.V.) Knoll International Belgium S.A. (wholly owned subsidiary

New York Ontario, Canada

Delaware Netherlands

England & Wales

Italy

England & Wales

France

Germany

Belgium

of Knoll Europe B.V.)

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES

10 MOS DEC 31 1996 DEC 31 1996 8,804 0 116,879 5,713

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

10 MOS DEC 31 1996 DEC 31 1996 8,804 0 116,879 5,713 57,811 202,679 195,483 19,265 675,712 137,925 330,889 0 1,603 23 176,178 675,712 561,534 561,534 358,841 358,841 131,349 0 32,952 38,839 16,844 21,995 0 (5,159) 0 16,836 0 0