S-8

 

As filed with the Securities and Exchange Commission on March 23, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________________

ABB Ltd

 (Exact name of registrant as specified in its charter)

Canton of Zurich, Switzerland	N/A
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Affolternstrasse 44

CH-8050 Zurich

Switzerland

Telephone:  +41-43-317-7111(Address of principal executive offices) (Zip code)

______________________________

ABB Ltd Long Term Incentive Plan

(Full title of the plan)

______________________________

David Onuscheck

General Counsel

ABB Holdings Inc.

305 Gregson Drive

Cary, North Carolina 27511

Telephone: (919) 856-2360

(Telephone number, including area code, of agent for service)

Copy to:Thomas W. Christopher
Latham & Watkins LLP

885 Third Avenue
New York, NY  10022
Telephone: (212) 906-1242
______________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐(Do not check if a smaller reporting company) Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Titles of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Registered shares, CHF 0.12 par value per share, reserved for issuance to employees in the United States pursuant to the ABB Ltd  Long Term Incentive Plan	3,000,000 (4)	$15.34 (3)	$46,020,000 (3)	$5,973.40

(1)	These shares may be represented by American Depository Shares (“ADSs”) of ABB Ltd (the “Registrant”), each of which represents one ordinary share. The Registrant’s ADSs issuable upon deposit of Registered Shares of the Registrant, CHF 0.12 par value per share (“Registered Shares”), registered hereby have been registered under a separate registration statement on Form F-6 (333-147488).
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional Registered Shares of the Registrant, which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of our outstanding shares of Registered Shares.
(3)	Estimated solely for purposes of calculating the amount of the registration fee and computed pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act, based on $15.34, the average of the high and the low prices for the American Depository Shares (each representing one Registered Share) on the New York Stock Exchange on March 18, 2020.
(4)	Represents shares of Registered Shares issuable to the Registrant’s employees in the United States under the ABB Ltd Long Term Incentive Plan (the “LTIP”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this registration statement (the “Registration Statement”) (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission by ABB Ltd (the “Registrant”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement: 

(a)The Registrant’s Annual Report on Form 20-F for fiscal year ended December 31, 2019, filed with the Commission on February 26, 2020; and

(b)the description of the Registrant’s registered shares, par value CHF 0.12, included under the caption “Description of Share Capital and Articles of Incorporation” in the Registrant’s Annual Report on Form 20-F (File No. 001-16429) filed with the Commission on February 26, 2020, pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such descriptions.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

In addition, all reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any Report on Form 6-K furnished with the Commission after the date of this Registration Statement shall not be deemed incorporated by reference herein, unless the Report on Form 6-K expressly provides to the contrary with respect to all or specified portions of such report. 

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

The Registrant maintains directors’ and officers’ liability insurance that covers certain liabilities of directors and officers of the Registrant’s corporation arising out of claims based on acts or omissions in their capacities as directors or officers. Except for the foregoing, neither any contract, nor the Articles of Incorporation of the Registrant, nor any other arrangement contains any provision under which any director or officer of the Registrant is insured or indemnified in any manner against any liability that he or she may incur in his or her capacity as such. In addition, according to Homburger AG, our Swiss counsel, there is no provision of Swiss law providing for any such indemnification of directors or officers.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

A list of exhibits included as part of this Registration Statement is set forth in the Index to Exhibits attached hereto and is incorporated herein by reference.

Item 9.  Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1)       To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)       That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Zurich, Switzerland, on March 23, 2020.

ABB LTD
By:	/s/ Timo Ihamuotila
	Name:	Timo Ihamuotila
	Title:	Executive Vice President and Chief Financial Officer
By:	/s/ Richard A. Brown
	Name:	Richard A. Brown
	Title:	Group Senior Vice President and Chief Counsel Corporate & Finance
ABB HOLDINGS INC. ABB LTD’S DULY AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
By:	/s/ David Onuscheck
	Name:	David Onuscheck
	Title:	General Counsel

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Voser, Björn Rosengren, Timo Ihamuotila, Maria Varsellona, Tarja Sipila and Richard A. Brown, and any two of them acting jointly, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements and any amendments thereto pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agent, and any two of them acting jointly, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their, his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Signature:	Title:	Date
/s/ Björn Rosengren		March 23, 2020
Björn Rosengren	Chief Executive Officer (Principal Executive Officer)
/s/ Timo Ihamuotila		March 23, 2020
Timo Ihamuotila	Chief Financial Officer (Principal Financial Officer)
/s/ Tarja Sipila		March 23, 2020
Tarja Sipila	Controller (Principal Accounting Officer)
/s/ Peter R. Voser		March 23, 2020
Peter R. Voser	Director
/s/ Jacob Wallenberg		March 23, 2020
Jacob Wallenberg	Director
/s/ Matti Alahuhta		March 23, 2020
Matti Alahuhta	Director
/s/ Gunnar Brock		March 23, 2020
Gunnar Brock	Director
/s/ David Constable		March 23, 2020
David Constable	Director
/s/ Frederico Fleury Curado		March 23, 2020
Frederico Fleury Curado	Director
/s/ Lars Förberg		March 23, 2020
Lars Förberg	Director

/s/ Jennifer Xin-Zhe Li		March 23, 2020
Jennifer Xin-Zhe Li	Director
/s/ Geraldine Matchett		March 23, 2020
Geraldine Matchett	Director
/s/ David Meline		March 23, 2020
David Meline	Director
/s/ Satish Pai		March 23, 2020
Satish Pai	Director

Index to Exhibits

Exhibit Number	Description of Exhibit
4.1	Articles of Incorporation of ABB Ltd, dated as of May 2, 2019 (incorporated by reference to Exhibit 1.1 to Form 20-F (File No. 001-16429) filed by ABB Ltd on February 26, 2020)
4.2	Form of Amended and Restated Deposit Agreement, by and among ABB Ltd, Citibank, N.A., as Depositary, and the holders and beneficial owners from time to time of the American Depositary Shares issued thereunder (including as an exhibit the form of American Depositary Receipt) (incorporated by reference to Exhibit (a) to Form F‑6EF (File No. 333‑147488) filed by ABB Ltd on November 19, 2007)
4.3	Form of American Depositary Receipt (included in Exhibit 4.2).
4.4*	ABB Ltd Long Term Incentive Plan
5.1*	Opinion of Homburger AG
23.1*	Consent of Independent Registered Public Accounting Firm (KPMG)
23.2*	Consent of Independent Registered Public Accounting Firm (EY)
23.3*	Consent of Homburger AG(included as part of Exhibit 5.1)
24.1*	Power of Attorney (included on the signature page of this Registration Statement)

*                  Filed herewith

EX-4.4

 

Exhibit 4.4

ABB Ltd Long Term Incentive Plan

Long Term Incentive Plan (LTI Plan)

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

2.1The 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.

2.2The 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.

2.3Each 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.

2.4Subject 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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2.5The 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. 

2.6The 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

3.1Subject 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:

1.the Grant Date with respect to such Conditional Grant shall be the date set forth in the Summary of Key Terms for the new Eligible Executive;

2.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;

3.the Vesting Period with respect to each relevant Conditional Grant will not change; and

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

4.Conditional Share Grants

4.1The 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

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

1.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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2.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

3.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, it will be treated as an Early Vesting Event and the “Early Vesting Date” for such purposes shall be the date of the Change of Control. The Conditional Share Grant Size shall be reduced pro rata based on the time which remains of the related Vesting Period(s) when the Early Vesting Date occurs (not taking into consideration any reduction thereof pursuant to this Section) and the Conditional Share Grant will vest immediately at the target achievement level.

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

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

7.2Notwithstanding 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 you and communicate in writing such instruction to the Plan Administrator. ABB and the Plan Administrator will be held harmless by you when acting in accordance with such instructions.

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8.Legal and regulatory considerations

8.1Each 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.

8.2The 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.

8.3The 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 anyother applicablerestrictions with regard to selling the Shares.

8.4The 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

9.1Neither 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.

9.2There 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. 

9.3Social 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

10.1In 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, following the taking of advice from the Bank, 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

11.1For 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.

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12.Implementation of and Amendments to the present Plan Rules

12.1The 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.

12.2All 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.Section 409A

14.1Any 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.

14.2To 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

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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.

14.3Notwithstanding 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

15.1These 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.

15.2Any 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.

[6]

EX-5.1

 

Exhibit 5.1

Opinion of Homburger AG

ABB Ltd Affolternstrasse 44 CH-8050 Zurich Switzerland	Homburger AG Prime Tower Hardstrasse 201 CH–8005 Zurich T  +41 43 222 10 00 F  +41 43 222 15 00 lawyers@homburger.ch
March 23, 2020 11018296_5

ABB Ltd – Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special Swiss counsel to ABB Ltd, a company limited by shares incorporated under the laws of Switzerland (the Company), in connection with the Registration Statement on Form S-8 (the Registration Statement) to be filed with the United States Securities and Exchange Commission (the SEC) on the date hereof under the Securities Act of 1933, as amended (the Act), with respect to the registration of up to 3,000,000 registered shares of CHF 0.12 par value each of the Company that may be delivered pursuant to the plans covered by the Registration Statement (the Plans). As such counsel, we have been requested to give our opinion as to certain legal matters under Swiss law.

Capitalized terms used herein shall have the meaning attributed to them in the Documents unless otherwise defined herein.

I.Basis of Opinion

This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof as currently applied by the Swiss courts. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and is not to be read as extending, by implication or otherwise, to any document referred to in the Documents (other than listed below) or any other matter.

For purposes of this opinion, we have not conducted any due diligence or similar investigation as to factual circumstances, which are or may be referred to in the Documents, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.

2 | 4

For the purpose of giving this opinion, we have only examined originals or copies of the following documents (collectively the Documents): 

(i)an electronic copy of the Registration Statement, dated March 23, 2020, to be filed with the SEC on the date hereof;

(ii)a copy of the Articles of Association (Statuten) of the Company in their version of May 2, 2019(the Articles); and

(iii)an electronic copy of an excerpt from the Commercial Register of the Canton of Zurich, Switzerland, for the Company, dated March 23, 2020 (the Excerpt). 

No documents, other than the Documents, have been reviewed by us in connection with this opinion. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.

In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

II.Assumptions

In rendering the opinion below, we have assumed the following:

(a)all copies, fax copies or electronic versions of the documents produced to us conform to the respective original documents and the originals of such documents were executed in the manner and by the individuals appearing on the respective copies;

(b)all signatures appearing on all original documents or copies thereof which we have examined are genuine;

(c)the filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws;

(d)the Registration Statement will be filed with the SEC;

(e)if and when registered shares of the Company are to be delivered pursuant to the Plans, the Company will hold a sufficient number of shares in treasury and/or have the required authority under Swiss law and the Articles to issue new registered shares to the holders of the rights pursuant to the Plans;

(f)any new registered shares issued by the Company (or any American Depository Shares representing such registered shares) will be listed on the New York Stock Exchange as required under applicable laws and regulations;

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(g)all authorizations, approvals, consents, licenses, exemptions and other requirements for the filing of the Registration Statement or for any other activities carried on in view of, or in connection with, the performance of the obligations expressed to be undertaken by the Company in the Registration Statement have been duly obtained and are and will remain in full force and effect, and any related conditions to which the parties thereto are subject have been satisfied; and

(h)the Excerpt and the Articles are correct, complete and up-to-date.

III.Opinion

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that as of the date hereof:

1.The Company is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland.

2.         The Company's share capital registered in the Commercial Register of the Canton of Zurich amounts to CHF 260,177,791.68, divided into 2,168,148,264 registered shares with a par value of CHF 0.12 each. Such registered shares, if and when delivered pursuant to the Plans, will have been validly issued, fully paid and are non-assessable.

IV.Qualifications

The above opinions are subject to the following qualifications:

(a)The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

(b)The exercise of voting rights and rights related thereto with respect to any registered shares of the Company is only permissible after registration in the Company's share register as a shareholder with voting rights in accordance with the provisions of, and subject to the limitations provided in, the Articles.

(c)The Company may at any time in the future, subject to the approval of the general meeting of shareholders and compliance with all other requirements under Swiss law and the Articles, cancel any of its own registered shares and/or reduce the par value of any of such registered shares through repayment of a value equal to the reduction in par value.

(d)We express no opinion as to any commercial, accounting, tax, calculating, auditing or other non-legal matter.

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(e)We have not investigated or verified the truth or accuracy of the information contained in the Registration Statement, nor have we been responsible for ensuring that no material information has been omitted from it.

*   *   *

We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes that are made or brought to our attention hereafter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

This opinion is furnished by us, as special Swiss counsel to the Company, in connection with the filing of the Registration Statement, and except as provided in the immediately preceding paragraph, it may not (in full or in part) be used, copied, circulated or relied upon by any party or for any purpose without our written consent.

This opinion is governed by and shall be construed in accordance with the laws of Switzerland.

Sincerely yours,
/s/ Homburger AG

EX-23.1

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
ABB Ltd

We consent to the use of our reports dated February 25, 2020, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein.

Our report refers to a change in the method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standard Codification (ASC), 842 Leases.

/s/ KPMG AG,

Zurich, Switzerland
March 23, 2020

EX-23.2

 

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement (Form S-8) pertaining to the ABB Ltd Long Term Incentive Plan of our report dated February 22, 2018, except for Note 3, as to which the date is March 27, 2019 and except for Note 23, as to which the date is February 25, 2020, with respect to the 2017 consolidated financial statements of ABB Ltd included in its Annual Report (Form 20-F) for the year ended December 31, 2019.

/s/ Ernst & Young AG

Zurich, Switzerland
March 23, 2020