Exhibit 4.4


 


long
term Incentive Plan


 


DETAILED
Plan rules


 


1.                      
Introduction 


 


The
present rules are the plan rules (the Plan Rules) for grants under the long
term incentive plan (the Plan) to United States participants for executives of such
grades in ABB’s grading system as the Compensation Committee (the CC) may from
time to time determine (such executives herein referred to as “Eligible
Executives”).


 


The
Plan has been approved by the board of directors of ABB Ltd (the ABB Board)
upon the recommendation of the CC. 


 


In the
Plan Rules the expression CC is for simplicity reasons used also in situations
where a decision or determination is made by the ABB Board or (with respect to participants
who are not on the Executive Committee) the CEO of ABB Ltd.


2.                      
General principles


2.1                  
The Plan is
offered by ABB Ltd to Eligible Executives as an incentive for them to maximize
long-term shareholder value of ABB Ltd. The Plan thus helps align the interests
of the Eligible Executives with those of ABB.


2.2                  
The Plan is
not part of the salary of the respective Eligible Executive and not part of their
employment contract but is a voluntary, separate and distinct opportunity
outside the scope and reach of the employment relation.


2.3                  
Each Eligible Executive (subject
to Section 3.1) will receive a written invitation to participate in a launch
under the Plan. Each Eligible Executive who decides to participate in a launch
under the Plan (Plan Participant) will be granted shares of ABB Ltd (each a Share)
on a conditional basis (Conditional Grant). The number of Shares granted
conditionally (Conditional Grant Size) and the grant date (Grant Date) will be
set forth in a separate communication to each Plan Participant.  Failure to
accept a Conditional Grant will result in it being forfeited.


2.4                  
Subject to what
the CC may determine with respect to any Conditional
Grant, the Shares to
be received by each individual Plan Participant in respect of any Conditional Grant
will vest on the first day (Vesting Date) following the end of the third year after
the Grant Date (such three-year period being the Vesting Period). 


 


For the purpose of the Plan Rules, a “Reference Period” shall mean the
period of time beginning 20 Trading Days prior to the date of publication of
the press release regarding ABB’s fourth quarter and full year financial
results (Press Release Date) and ending 20 Trading Days after the Press Release
Date but excluding the Press Release Date.


 


For the purpose of the Plan Rules, a “Trading Day” is a day when a
closing price for transactions in Shares on the SIX Swiss Exchange is
available.





 


 



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2.5                  
Unless
otherwise approved by the ABB Ltd Board, the Reference Price for all
Conditional Grants for any particular launch under the Plan will be the average
of the closing
prices of the Share on the SIX Swiss Exchange on each Trading Day during the
Reference Period in the year of the Conditional Grant.


2.6                  
The CC
reserves the right not to grant all or a portion of any Conditional Grants for any year or to
terminate the Plan at any time without prejudice to Conditional Grants that have not vested.  


3.                      
Eligibility 


3.1                  
Subject to
Section 3.2, participation in the Plan is restricted to employees who are
Eligible Executives on the Grant Date. No Eligible Executive who has submitted
a notice of termination of their employment or who has received a termination
notice from their employer or who has otherwise agreed to leave their employer
may participate in the Plan unless otherwise agreed by the CC. The foregoing
shall not apply if such Eligible Executive is or will be employed by ABB Ltd or
a subsidiary of ABB Ltd (collectively ABB).  Further, the CC may at any time at
its sole discretion determine that one or more Eligible Executives shall not
participate in the Plan. 


3.2                  
Notwithstanding
anything contained herein to the contrary, the CC may at its own discretion
decide to invite a new Eligible Executive to receive one or more Conditional
Grants at a later date than foreseen in Section 2.4 provided at least 6 months
remain of the corresponding Vesting Period. The Reference Price used to
determine such Conditional Grants will be the same as for the other Conditional
Grants for that launch under the Plan. Unless otherwise determined by the CC
the following shall apply to each such Conditional Grant:


 


(a) a
grant under this Section 3.2 shall be treated as a Conditional Grant for all
purposes of the Plan;


(b) the Grant
Date with respect to such Conditional Grant shall be the date set forth in the Grant
confirmation letter;


(c)  the
Conditional Grant Size will be reduced to take into consideration the shorter
period of service of the new Eligible Executive except that no such reduction
shall occur in respect of Conditional Grants for which less than 6 months of
the Vesting Period has lapsed at the time when the individual becomes an
Eligible Executive; and


(d) the
Vesting Period with respect to each relevant Conditional Grant will be the same
as for the other Conditional Grants for that launch under the Plan. 


4.                      
Conditional Grants


4.1                  
Conditional
Share Grant


The CC
will determine the criteria relating to Conditional Share Grants for Plan
Participants under this Plan, including grant size, any applicable performance
criteria (which may include earnings per share, relative total shareholder
return and/or such other performance metrics as may be determined by the CC in
its discretion), vesting, settlement, and treatment of leavers, which criteria
may vary from year to year and from Plan Participant to Plan Participant.  All
Conditional Share Grants and the criteria applicable thereto shall be approved
by the CC, and this information will be separately communicated to the Plan
Participants in writing as part of the grant materials related to the relevant
launch under this Plan. 


 


 


5.                     
Change of Control


5.1                  
For
the purpose of the Plan, a “Change of Control”  means the occurrence of
any of the following events:


(a) 
the acquisition in one or more transactions by
any person or group, directly or indirectly, of beneficial ownership of Shares
representing more than fifty percent (50%) of the voting rights pertaining to
the total number of outstanding Shares; provided, however, that any acquisition
of 



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Shares by ABB or any of its subsidiaries, or any
employee benefit plan (or related trust) sponsored or maintained by ABB or any
of its subsidiaries shall not constitute a Change of Control;


(b) 
the liquidation of ABB other than in
connection with the reorganization, merger or consolidation of ABB into or with
another person or entity, by which reorganization, merger or consolidation the
persons who held Shares representing one hundred per cent (100%) of the voting
rights pertaining to the total number of outstanding Shares prior to such
reorganization, merger or consolidation receive or continue to hold shares
representing more than fifty per cent (50%) of the voting rights pertaining to
the total number of outstanding shares of the new or continuing corporation; or


(c) 
the reorganization, merger or consolidation of
ABB into or with another person or entity, other than in circumstances
where as a result of such reorganization, merger or consolidation the persons
who held Shares representing one hundred percent (100%) of the voting rights
pertaining to the total number of outstanding Shares prior to such
reorganization, merger or consolidation receive or continue to hold shares
representing more than fifty per cent (50%) of the voting rights pertaining to
the total number of outstanding shares of the new or continuing corporation.


 


5.2             If a Change of
Control occurs, the terms and conditions of the Conditional Grant remain
unchanged. If, at the time of vesting, the performance conditions associated
with the Conditional Grant can no longer be applied, the Conditional Grant will
vest at the target achievement level. Furthermore, if, in connection with the
Change of Control, ABB Shares are exchanged for another security, then a
corresponding change will be made to the number and definition of shares under
the Conditional Grant.


6.                      
Forfeiture  


6.1             In addition to any applicable forfeiture or claw-back
policies adopted by ABB from time to time, if ABB reasonably believes that a
Plan Participant has engaged in any illegal activity relating to their
employment with ABB Ltd or one of its subsidiaries, or there is an error (including a
misstatement or omission)  found in any published financial statements of ABB
Ltd or one of its subsidiaries, requiring a material downward restatement or
which otherwise is material to ABB Ltd or the subsidiary, or a Plan Participant
has engaged in activity leading to material reputational damage to ABB Ltd or
one of its subsidiaries, then the ABB Ltd Board shall
have the right to determine, in its sole discretion, that some or all of such
Plan Participant’s Conditional  Grants under this Plan that have not yet vested
or have vested but not yet been delivered, including any Conditional Grants that
are to vest after the Plan Participant’s last day of employment, shall be
forfeited.  The ABB Ltd Board shall also have the right to require such Plan
Participant to pay to ABB Ltd an amount equal to the value, on delivery, of any
Shares (including any portion thereof settled in cash) delivered to such Plan
Participant under this Plan. ABB Ltd shall notify the relevant Plan Participant
of any such decision. This Section 6.1 shall apply for a period of up 5 years
following the originally scheduled Vesting Date.


7.                      
Employee Accounts and Trading


7.1                  
Vested
Award shares will be delivered to an employee account (Employee Account) with a
third-party service provider (Plan Administrator).


7.2                  
The
Plan Participant may keep the Vested Award shares in the Employee Account or
transfer them to their personal account.


7.3                  
The
trading platform connected with the Employee Account is the principal mechanism
to be used for the sale of Shares in the Employee Account.


7.4                  
Notwithstanding
Section 7.3, an authorized ABB representative may agree to facilitate the sale
or transfer of all or a portion of the holdings in the Employee Account. 
In such case, the ABB representative will accept verbal or written instructions
from the Plan Participant and communicate in 



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writing
such instruction to the Plan Administrator. ABB and the Plan Administrator will
be held harmless by the Plan Participant when acting in accordance with such
instructions. 


7.5                  
For
each Plan Participant other than an EC member, any dividends paid on any Vested
Award shares kept in the Employee Account shall be reinvested automatically in ABB
Ltd shares, including fractional shares, at market price. 


7.6                  
If a Plan
Participant ceases to be an ABB employee, then they must sell or transfer their
Vested Award shares from their Employee Account to their private account within
60 days of date on which they cease to be an ABB Employee.  If a Plan
Participant ceases to be an ABB employee and then subsequently receives Vested
Award shares, then they must sell or transfer such shares from their Employee
Account to their private account within 60 days of being notified that such
shares have been delivered to their Employee Account. If the Shares are not
sold or transferred within the 60 days period, a default sale on behalf of the
Plan Participant will be executed. 


8.                      
Legal and regulatory considerations


8.1                  
Each
Plan Participant must satisfy himself/herself that he/she is entitled to receive
and hold the Shares delivered hereunder as well as the related Conditional  Grants according to
the laws to which he/she is subject as resident and/or citizen. 


8.2                  
The
right to receive the Shares as well as the related Conditional  Grants and any
subsequent sale of any Shares received will be subject to such requirements,
conditions, restrictions, limitations or prohibitions as may be imposed for the
purpose of complying with mandatory laws (including but not limited to
securities laws and insider trading laws) and regulations of countries
concerned.


8.3                  
The
Shares issued pursuant to the Plan may not be sold in the United States, unless pursuant to a registration statement or pursuant to an exemption from
registration under United States Securities Act of 1933, as amended. Plan
Participants are advised to consult with legal advisors as to any other applicable restrictions with regard to selling the Shares.


8.4                  
The
Plan Participants may be subject to securities law and/or regulations on
insider dealings in the respective jurisdictions. Therefore, Plan Participants
are advised to consult with legal advisors in their jurisdiction as to any
restrictions with regard to participating in the Plan or dealing with Shares
conveyed under the Plan. For avoidance of doubt, Plan Participants are also
reminded that they are required to comply with ABB policies with respect to
insider trading. 


9.                      
Tax considerations


9.1                  
Neither
ABB Ltd nor any of its subsidiaries makes any representation as to the tax
consequences of participation in the Plan. Tax consequences are difficult to
predict and vary from country to country and from time to time. Each Plan
Participant therefore has to inform himself/herself of the tax consequences of their
participation in the Plan.


9.2                  
There are circumstances where an existing or former
employer of a Plan Participant may be obliged to account for tax for which the
Plan Participant in question is liable in connection with the Plan. The
employer of each Plan Participant shall have the right to undertake any
measures relating to the Vested
Award which it may consider suitable or required in order to
ensure that such tax is paid.  


9.3                  
Social security charges which may be levied on a Plan
Participant by reason of their participation in the Plan will be paid by the
employer of the Plan Participant.


10.                  
Variation of capital


10.1               
In
the event of (i) any variation of the share capital of ABB Ltd, (ii) a demerger
of any substantial business or direct or indirect subsidiary of ABB Ltd, (iii)
the payment of a special dividend by ABB Ltd, 



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or (iv)
another comparable event as determined by the CC which occurs prior to the
delivery of any Shares, the CC will, based on advice from a financial
institution, make such adjustments (if any) to the relevant Conditional Grant Size
of any current Conditional Grants to which a Plan Participant may be entitled as
it considers appropriate in light of the occurrence of such event.


11.                  
American Depository Shares


11.1               
For some Plan
Participant(s) the Shares may be replaced by American Depository Shares (ADS)
representing Shares to the extent deemed appropriate or necessary by ABB Ltd.
In such instances and for the Plan Participants concerned, “Shares” shall be
deemed to mean ADS except with respect to the definition of Change of Control
in Section 5.1 or as otherwise specified herein. Such ADS shall be subject to the
same selling restrictions as discussed in Section 8.3 above with respect to the
Shares.


12.                  
Implementation of and Amendments to the
present Plan Rules


12.1               
The
CC shall have the exclusive right to interpret the Plan Rules and make all
determinations foreseen to be made thereunder, including final performance
levels with respect to PSUs. In doing so, the CC may at any time deviate from any provisions of
the Plan Rules with respect to one or more individual Plan Participants in
connection with any unvested Conditional Grant.


12.2               
Except
to the extent permitted under Section 12.1, all conditions pertaining to the
present Plan Rules are subject to changes determined by the CC at any time
provided that no such changes can be made with respect to any unvested Conditional
Grant if they would materially and adversely affect the interests of the Plan
Participants generally.


13.                  
Data privacy


 


13.1          For the sole purpose of
administration and operation of the Plan and Plan Participant’s participation
in the Plan, personal data about the Plan Participant (including data about
transactions, shareholdings and benefits derived from the Plan) may without
prior notification to the Plan Participant: 


 


(a)     
be exchanged between their employing company and
ABB Ltd, Switzerland and any other party in any jurisdiction within or outside the
EU engaged by ABB Ltd for the administration and/or operation of the Plan; and 


 


(b)     
be processed and/or stored electronically or
using other media by ABB Ltd, Switzerland and any other party in any
jurisdiction within or outside the EU engaged by ABB Ltd for the administration
and/or operation of the Plan.


 


By deciding to
participate in the Plan, the Plan Participant consents to such exchange of and processing
and storing of personal data during and after termination of their employment.


 


In addition to the above, by deciding to participate in the Plan the Plan Participant agrees that, during and after termination of their
employment, personal data mentioned in this Section 13
may be disclosed at the request of tax- or other authorities in countries where
Plan Participants are or will be employed. 


 


For further general information about the processing of your
personal data, please read the employee data privacy notice (https://new.abb.com/privacy-notice/employee)


 


 


 


 


 



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14.                  
Plan Terms Applicable to US Plan Participants


 


14.1               
Any
Conditional Award granted under the Plan to a Plan Participant to whom Section
409A of the Internal Revenue Code of 1986, as amended, of the United States (the
 “Code”) may apply (a “US Plan Participant”) shall be subject to this Section
14.


14.2               
To
the extent applicable, this Plan and the Conditional Grant documentation
thereunder shall be interpreted in accordance with Section 409A of the Code and
the Department of Treasury and other interpretive guidance issued thereunder
(collectively, “Section 409A”). Notwithstanding any other provision of this
Plan or any Conditional Grant documentation, if at any time the CC determines
that any Conditional Grant or payment with respect thereto may be subject to
Section 409A, the CC shall have the right in its sole discretion (without any
obligation to do so or to indemnify the US Participant or any other person for
failure to do so) to adopt such amendments to the Plan or the applicable Conditional
Grant documentation, or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other
actions, as the CC determines are necessary or appropriate for the Conditional
Grants or any payment with respect thereto to be exempt from the application of
Section 409A or to comply with the requirements of Section 409A. ABB makes no
representations or warranties as to the tax treatment of Conditional Grants or
any payment with respect thereto under Section 409A or otherwise. ABB shall
have no obligation under this Section 14.2 or otherwise  to take any action
(whether or not described herein) to avoid the imposition of taxes, penalties
or interest under Section 409A with respect to the Conditional Grants or any
payment with respect thereto and shall have no liability to the US Participant
or any other person if any Conditional Grants or any payment with respect
thereto is determined to constitute non-compliant "nonqualified deferred
compensation" subject to the imposition of taxes, penalties and/or
interest under Section 409A. 


14.3               
Notwithstanding
anything in the Plan or any Conditional Grant documentation to the contrary,
the following provisions shall apply to each US Plan Participant: 


 


a)       
Vesting of any Conditional Award and payment of
any Shares shall be made in accordance with the Plan or any Conditional Grant
documentation thereunder upon and following a US Plan Participant’s termination
of employment only if such termination constitutes a "separation from
service" from ABB and its subsidiaries within the meaning of
Section 409A(a)(2)(A)(i) of the Code (a “Separation from Service”).  In the
event that a US Plan Participant's termination of employment does not
constitute a Separation from Service, all Conditional Awards for which the
Vesting Period has not been completed as of the date of termination of
employment shall be forfeited and cancelled as of the date of termination of
employment, regardless of whether any applicable performance or other vesting criteria
have been achieved. 


 


b)       
If a US Plan Participant is a "specified
employee" (within the meaning of Section 409A) at the time of such US Plan
Participant's Separation from Service, as determined by the CC in its sole
discretion, no amounts shall be paid to such US Plan Participant under this
Plan or any Conditional Grant documentation during the six (6)-month period
following such US Participant's Separation from Service to the extent that the
CC determines that payment of such amounts would constitute a prohibited
distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any
such amounts is delayed as a result of the previous sentence, then as soon as
practicable after the end of such six (6)-month period (or the date of the US Plan
Participant's death, if earlier) (the “Delayed Payment Date”), ABB shall pay to
the US Plan Participant in a lump-sum such amounts that would have otherwise
been payable to the US Plan Participant prior to the Delayed Payment Date. 


Any
acceleration of vesting or payment authorized by the CC pursuant to the Plan or
any Conditional Grant documentation in connection with a Change of Control shall
be provided to a US Plan 



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Participant only if such
Change of Control constitutes a "change in control event" within the
meaning of Section 409A. Any such acceleration of vesting or payment must occur
within the 30 day period prior to the Change of Control and the US Plan Participant
shall have no right to designate the taxable year of payment.  


15.                  
Governing Law and Dispute Resolution


15.1               
These
Plan Rules and any other agreements entered into and any documents issued or
delivered in connection with the implementation of this Plan are governed by
Swiss substantive law.


15.2               
Any
dispute, controversy or claim arising under, out of or relating to these Plan
Rules, in particular as to their existence, validity, interpretation,
performance, breach or termination, including tort claims, shall be decided by the
commercial court of the Canton of Zurich.


 







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