ATG Audit Committee Charter as revised 21-Apr-09

ART TECHNOLOGY GROUP, INC. AUDIT COMMITTEE CHARTER As Approved by the Board of Directors on April 21, 2009 A. Purpose The purpose of the Audit Committee is to assist the Board of Directors’ oversight of: • the integrity of the Company’s financial statements; • the independent registered public accounting firm’s qualifications and independence • the effectiveness of internal control over financial reporting, and • the performance of the Company’s internal audit function, if any, and independent registered public accounting firms. B. Structure and Membership 1. Number. The Audit Committee shall consist of at least three members of the Board of Directors. 2. Independence. Each member of the Audit Committee shall be independent as defined by NASDAQ rules, meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), and not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years. 3. Financial Literacy. Each member of the Audit Committee shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Audit Committee. In addition, at least one member must have past employment experience in ...