Is

Siebel Systems

(SEBL)

trying to reassure employees or scare off a potential buyer?

At least one analyst believes that the hard-pressed software maker was attempting to make itself more expensive by offering employees and executives a rich severance package if the company changes hands.

"While the company claims the package is for employee retention, we think it is prompted by a fear of hostile acquisition and raises the cost of an acquisition," UBS analyst Heather Bellini wrote in a note to clients.

And echoing the complaints of angry institutional shareholders who have been urging the company to share some of its $2.2 billion horde of cash with them via a buyback or a sale, Bellini wrote: "In our opinion, this is yet one more way, aside from excessive option grants in the past, that management is restricting shareholder value."

Earlier this week, Siebel disclosed in a filing with the

Securities and Exchange Commission

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that in the event of a change of control, employees will receive three to 18 months of salary depending on their level, in addition to health benefits and accelerated vesting of options.

"Recent rumors concerning potential acquisitions or takeovers of the company have created a great deal of uncertainty," the company said in the filing.

The filing didn't estimate the potential cost of the additional severance benefits.

Much of the speculation about a takeover of Siebel has centered on

Oracle

(ORCL) - Get Report

, but some analysts have raised the possibility of a leveraged buyout that would take the company private.

But at this point, said Bellini, a near-term takeout seems unlikely and a strong upward move of the stock doesn't appear imminent. UBS does not have an investment banking relationship with Siebel, but Bellini or a member of her team has a long position in the stock.

In recent trading, shares of Siebel were off 12 cents, or 1.3%, to $9.23.