Tax on the gain at sale. Gain is divided into employment income and income from securities transfer.

No.

Income Tax:
No. Based on guidance from the tax authorities, no withholding or reporting is required on employment income or income from securities transfers derived from overseas equity awards.

Social Insurance Contribution:
No.

The Vietnamese government issued a decree indicating offerings by foreign issuers to employees in Vietnam are possible if exchange control requirements are met and the securities issued to employees are not traded on Vietnamese securities markets. (See "Exchange Controls" section.)

Under Circular 10* issued by the State Bank of Vietnam ("SBV"), companies granting equity awards to Vietnamese nationals must register the plan with the SBV and comply with various other requirements. As part of the registration, companies are required to establish an onshore bank account through which all funds towards the purchase and from the sale of shares under the plan must be funneled. However, in practice, the SBV is currently taking the position that no funds can be remitted out of Vietnam.

Once registration is completed, quarterly and other reporting requirements apply.

Repatriation of proceeds in connection with the awards is required.

*Proposed amendments to Circular 10 are currently pending.

Likely none, provided the discretionary and occasional nature of the award is well documented and the award is not seen to be part of local employment arrangement.

The employee's written consent to the transfer of personal data should be obtained.