The repricing program, which began Feb. 3, has a new retention clause, too. The options will have a vesting schedule that adds 12 months to the original vesting timetable. New options will vest no sooner than six months after the close of the offer period. Experts believe that when companies reprice options to retain and motivate top employees, shareholders benefit in the long run, too.

But while Google views the program as an incentive to hold on to top employees, many shareholders don't see it that way, according to Global Equities Research Analyst Trip Chowdhry.

In a research note published Friday, Chowdhry warned investors of the possibility that Google's "management is manipulating" the stock price to give employees better repricing options. He claims that Google's executives "kept quiet," so management could continue to sell their stock under the U.S. Securities and Exchange Commission (SEC) 144 guidelines.

"Google is not taking shareholders into consideration," Chowdhry told Online Media Daily. In the research note, he questions the timing of recent statements and stock sales by Google executives, as well as comments made by CEO Eric Schmidt during an interview last week with CNBC's Bill Griffeth.

"The timing of Eric Schmidt's negative comments and the option repricing for employees, etc., are too coincidental," Chowdhry wrote to investors. "However, you can make your own judgment. We just don't feel comfortable with what we observe."

Google Spokeswoman Jane Penner called the allegations "absurd" and said anyone following Google's business for the last few months knows executives have consistently admitted that the economy is bad and no company is immune from the recession. "At our quarterly earnings call in October we talked about Google being in uncharted territory," she said. "In January, we described the fourth quarter as the easy part. We said nothing different last week."

While Google doesn't provide guidance, executives have publicly stated the company's position during the last several quarters. For instance, Patrick Pichette told Bloomberg News after the release of the third-quarter earnings: "We are realistic about the poor state of the global economy, but it's Google, so we'll manage accordingly," In the same article, Sergey Brin notes: "We don't know exactly what the future holds. We've taken a conservative approach.'"

Indeed, The New York Times reported in January that Schmidt noted: "Google would not be immune to what appeared to be worsening economic conditions." And during the interview with Griffeth on March 4, Schmidt reiterated that the slowdown would affect all types of advertising businesses, including Google's. "I don't think Google is recession-proof," Schmidt said. "I don't think there's a guaranteed of anything in this economy. We've never seen a global slowdown of this scale."

Google is one of many companies initiating programs that allow employees to exchange recently depreciated stock for more generous terms. But critics such as Chowdhry--who warned investors in January that sources believed Google's stock would drop lower on March 2-- believes that repricing employee stocks disregards shareholders, who now either need to sell the stock at a loss or hold onto them in hopes of recovery.

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