Advantage of ESOP over straight stock comp

[Guest Taxman]

For an employer who has no need for borrowing (i.e. pre-tax financing), I'm trying to think of an exhaustive list of benefits that an ESOP would provide that simply comp'ing out stock wouldn't provide.

If we were to concentrate solely to the tax benefit inuring to the employer (the employer doesn't really care that the employees would have tax deferral in an ESOP), the only benefit I could see really is the absence of FICA tha would apply if the employer simply comp'd out stock to employees. However, the comp scenario has the benefit of the immediate deduction, where the deduction comes over time with an ESOP via deductible contributions that are used to "pay" off the note to the employer. Further, if the stock is NPT, the employer would ultimately be required to by back the shares distributed from the ESOP if the associated put option is exercised, which can be a cash cruncher.

Any additional thoughts would be appreciated.