The Company and the Engine Group shall be responsible for their own fees and expenses in connection with this Agreement and all matters relating hereto; provided , however , that the Company, promptly following its receipt from Engine after the date of this Agreement of a reasonably detailed invoice evidencing the Engine Group’s reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with seeking Board representation at the Company at the 2016 Annual Meeting and the negotiation and execution of this Agreement, shall reimburse the Engine Group for the amounts so incurred provided that such reimbursement shall not exceed $50,000 in the aggregate.