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Stockholders Agreement - KNOLL INC - 3-28-1997

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Stockholders Agreement - KNOLL INC - 3-28-1997 Powered By Docstoc
					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

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


				
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