CHARTER FOR THE AUDIT COMMITTEE

CHARTER FOR THE AUDIT COMMITTEE OF MATRIX SERVICE COMPANY I. DESCRIPTION AND PURPOSE The Audit Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Matrix Service Company (the “Company”). Its purpose is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Committee shall act independently as authorized and assist the Board in fulfilling its oversight responsibility to the stockholders, potential stockholders, the investment community, and others relating to the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function, the annual independent audit of the Company’s financial statements, and the legal compliance and ethics programs as established by management and the Board. In so doing, it is the responsibility of the Committee to maintain free and open communication between the Committee, independent auditors, those performing the Company’s internal audit function and the Company's management. II. COMPOSITION OF THE COMMITTEE A. Number of Members The Committee shall consist of at least three members, comprised solely of Independent Directors, as that term is defined in the Company's Corporate Governance Guidelines along with the additional independence standards for Audit Committee members set forth below. Unless the Chair ...