ESOPs are a great tool for the business owner and employees. The planning technique complimenting the ESOP dramatically enhance the benefits for the Seller making the Seller more willing to enter into the ESOP arrangement. Tax-deferral for the Seller on the sale is a good benefit. However, planning the sale to make the proceeds income and estate tax-free produce a planning result which is stronger than the benefits available to Sellers in current ESOP transactions.