Yahoo! beefed up their "change of control" benefits package today in a move that may very well be designed to make Yahoo! less attractive for a Microsoft purchase and to guarantee fewer Yahoos get laid off in a merger.

Indeed, in the event of a merger, they can most likely take advantage of the clause that allows employees to voluntarily leave the company for "good reason." I would imagine two years of pay is a good reason for most people to want to leave. Microsoft will have to have one terrific counter offer to make Yahoos want to stay.

This stems from Microsoft's earlier purchase offer to Yahoo! for $44.6 billion in stocks and cash. Yahoo!'s board of directors declined the offer, saying it was too low. Since then, the price of Yahoo! stock has risen, and the price of Microsoft stock has fallen, making the "too low" offer even worse from Yahoo!'s perspective, but perhaps indicating that stockholders already thought the price was too high. Meanwhile, Microsoft is likely gearing up to turn the unsolicited offer into a hostile takeover, and it's a battle Yahoo! is likely to lose.