definiens: set forth on Exhibit A hereto ( as defined therein ) or any 2009 Minimum Quarterly Targets ( as hereinafter defined ) for two consecutive quarterly periods during the period commencing January 1,2008 and ending August 31, 2009 ( with the period from July 1, ~ through August 31, 2009 treated as a quarter ), and has failed to exercise its right to make shortfall purchases in order to satisfy the relevant 2008 Minimum Quarterly Targets, as provided in Section 2.3(C ), the Company shall have the option ( the ), in its sole and absolute discretion : ( A ) to reduce the Term of the Agreement to a period of one ( 1 ) year from the date which is thirty ( 30 ) days after receipt by Distributor of the Company 's notice of exercise of the Buy Back Option ( ) and to remove the Excluded Terms, ( B ) to designate one or more additional distributors for sales of any or all of the Products to Customers within any part or all of the Territory and/or to distribute itself or through any of its Affiliates any or all of the Products to Customers within any part or all of the Territory, ( C ) to reduce to 29 % the Distributor Discount on any Systems with a Distributor Discount exceeding 29 % and to reduce the Distributor Discount on any Products other than Systems to 20 %, and ( D ) to cease the payment of any and all System Purchase Incentives except for any System 1 OC\949191.1 CONFIDENTIAL TREATMENT REQUESTED FOR THE PORTIONS OF TIDS DOCUMENT THAT HAVE BEEN BOLDED, UNDERLINED AND IDGHLIGHTED Purchase Incentive s that were earned during the applicable Period set forth on Exhibit A hereto