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 his/her 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 Share 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 grant, the
Shares to be received by each individual Plan Participant in respect of any 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.


 


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                   
  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.  


2.6                   
  The Reference Price for all Conditional Grants under any
particular 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
immediately preceding the Conditional Grant except the Press Release Date.  


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 his/her employment or who has
received a termination notice from his/her employer or who has otherwise agreed
to leave his/her 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)   
  the Grant Date with respect
to such Conditional Grant shall be
the date set forth in the Grant confirmation letter;


b)   
  the Conditional Share 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;


c)   
  the Vesting Period with
respect to each relevant Conditional Grant will not change; and


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


4.                       
  Conditional Share 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 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;


 




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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 Share Grant remain unchanged. If, at the time of vesting, the
performance conditions associated with the award can no longer be applied, the
Conditional Share Grant will vest at the target achievement level. Furthermore,
if, at 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 due to Illegal
Activity


 


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 his/her
employment with ABB Ltd or one of its subsidiaries, or
an error (including a misstatement or omission)  is 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, then the ABB Ltd Board shall have the
right to determine, in its sole discretion, that all of such Plan Participant’s
Conditional Grants under this Plan that have
not yet vested, including any shares 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.


7.                       
  Trading


 


7.1                   
  The trading platform established for this Plan is the principal
mechanism to be used for the sale of holdings arising under this Plan.


7.2                   
  Notwithstanding Section 7.1, the authorised ABB representative may
agree to facilitate the sale or transfer of all or a portion of such
holdings.  In such case, the ABB representative will accept verbal or
written instructions from the Plan Participant and communicate in 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.


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. 


 




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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 his/her 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 his/her 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, 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 Share 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. 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 provided such deviation does not materially and adversely affect such
Plan Participant/s.


 




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12.2                
  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


 


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 his/her
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 his/her employment.


 


In addition to the above, by deciding to participate in the Plan the Plan
Participant agrees that, during and after
termination of his/her employment, personal data
mentioned in this Section 14 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)


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. 


 




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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 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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