EX-10.2






William Sperry


SVP & Chief Financial Officer



     
     


Hubbell Incorporated


40 Waterview Drive


Shelton, CT 06484


Tel. (475) 882-4100



February 11, 2013



Joseph Capozzoli


22 Berkshire Crossing


Avon, CT 06001



Dear Joseph:



I am pleased to confirm my offer to you to join Hubbell Incorporated as Vice President and
Corporate Controller, reporting to me. Your starting base salary will be at the annual rate of
$250,000 payable semi-monthly ($10,416 per pay period). We normally review base salaries annually
with future increases dependent upon performance and assigned responsibilities.




	 	•	 	As an executive officer, you will be eligible for our discretionary annual short-term
incentive award program. Short-term incentive awards are determined by the Compensation
Committee of the Board of Directors and are based upon Company performance relative to a
set of pre-established criteria. Depending on performance, you are eligible to earn up to
200% of your short-term incentive award target percentage. Your short-term incentive award
target percentage is 50% of your base salary. Short-term incentive awards are typically
paid in February for performance during the prior calendar year. You will be eligible for
a 2013 short-term incentive award for the full 2013 calendar year.






	 	•	 	You will be eligible for a one time grant of $150,000 of restricted stock off cycle as
part of our 2013 grant of Long-term Incentive Compensation. Additionally, beginning in
December 2013 you will receive a grant consistent with our Long-term incentive program.
Grant recommendations will reflect your participation at levels commensurate with your
position and performance. However, under our current Incentive Award Plan approved by our
shareholders, you could receive a different mix of long-term awards (e.g. restricted stock,
performance units, etc.). In the event we use a different long-term compensation mix, you
will receive such mix as reflects the conversion rate(s) that are applied to other Company
senior executives. Our customary vesting schedule for our Long-term incentive program is
three year proportional vesting with the final third of the grant vesting on the third
anniversary date of the grant.






	 	•	 	You will also receive a signing bonus of $200,000, to be paid in two separate payments,
half within the first 30 days of employment and the second half on your first anniversary
of hire. All sign-on payments will be paid less applicable taxes. Your signing bonus is
subject to our repayment provisions should you resign from employment.






	 	•	 	You will be eligible to participate in our benefit program for salaried employees, the
first day of the month following a thirty (30) day waiting period, upon joining Hubbell.
These programs include: medical, dental, personal life, dependent life, personal accident,
and long term disability coverages, plus the Hubbell Incorporated Employee Savings and
Investment Plan, a 401(k) savings and investment plan which includes a 50% employer match
for every dollar that you contribute up to 6%. In addition, this plan includes an annual
Company discretionary profit sharing contribution. In 2011, this contribution was 4% of
pensionable earnings.






	 	•	 	You are also eligible to participate in the non-qualified Hubbell Incorporated Executive
Deferred Compensation Plan. This plan allows you to defer up to 50% of your annual bonus
on a tax-deferred basis.






	 	•	 	We offer an executive physical through the Princeton Longevity Center on an annual
basis.






	 	•	 	Executive Disability Income Insurance is offered as supplemental disability income
insurance to our executive population to compliment Hubbell’s group long-term disability
plan.






	 	•	 	We will also be recommending to the Board its approval of your entry into a change in
control severance agreement with the Company which, in the event of your termination of
employment within two years of a change in control, provides cash severance in an amount
equal to two (2) times the sum of your annual base salary and average short-term incentive
award paid to you in the three years preceding the change of control, plus a pro-rated
portion of your annual short-term incentive award target for the year in which termination
occurs, and other continued benefits.






	 	•	 	A Company automobile will also be provided to you per our policy valued at $43,500, and
financial planning services valued at approximately $12,000 per year.






	 	•	 	You will be entitled to four weeks of vacation per calendar year, prorated for the year
2013.






	 	•	 	You are also eligible to participate in the Harvey Hubbell Foundation Matching Gifts
Program which will match up to $4,000 to any qualified educational Institution per year.






	 	•	 	While certainly not anticipated, should a Company initiated separation of employment
take place within the first year of your employment date, you will be entitled to certain
benefits under the Company’s general severance policy including salary and benefit
continuation for a period of 26 weeks, a prorated portion of your short-term incentive
award and outplacement services. This payment will not be made, however, should
termination be for cause.





As you might expect, our offer is contingent upon a full reference and background check to our
satisfaction, passing a routine physical examination and drug screening. We will contact you in
the near future to schedule this. Pending the outcome of these contingencies, we anticipate a
start date for you of April 1, 2013.



I am confident that your move to Hubbell will be mutually rewarding. I look forward to the
opportunity of working with you.



Sincerely,



/s/ William R. Sperry

Senior Vice President and Chief Financial Officer




Agreed and Accepted



/s/ Joseph Capozzoli Date: 2/15/2013