Yahoo chief executive Marissa Mayer will receive $54.9m (£37.4m) in severance pay if she loses her job in the sale of the troubled internet firm.
In February, the internet company announced it was offering its core business for sale, after several years of falling advertising sales.
She has attempted to turn the company's fortunes around with a mobile-first strategy since 2012.
But critics say she has failed to stem the decline.
A filing to the US Securities and Exchanges Commission says Ms Mayer will receive a package of cash, stock and other benefits if she is removed as chief executive within a year of any sale.
No payout
The internet media company's fortunes have changed drastically in the past decade, with sales falling from $7.2bn in 2008 to $4.6bn last year.
Ms Mayer received $36m in compensation last year, compared to $42.1m in 2014.
Other executives will also receive big severance packages in the event of of a sale. The company's chief financial officer, Ken Goldman, would receive more than $16.1m, and chief revenue officer Lisa Utzschneider would net $19.9m.
"I don't think this management team has done anything to merit a huge payout," Eric Jackson, managing director of SpringOwl Asset Management - a Yahoo shareholder - told the Associated Press.
A large part of the internet company's $32bn value is attributed to its shareholding in Alibaba, the Chinese e-commerce giant. It also owns the online blogging platform Tumblr and photo-sharing site Flickr.
Companies including US communications giant Verizon and the UK-based owner of the Daily Mail newspaper have been linked to the sale of Yahoo, and analysts believe a deal could be agreed this year.
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