course of a one-year period; provided, however, that notwithstanding anything in thisAgreement to the contrary, if any of the payments described in this Paragraph 3.02 aresubject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended(“Code Section 409A”) and MakeMusic determines that Executive is a “specified employee” asdefined in Code Section 409A as of the date of Executive’s termination of employment, suchpayments shall not be paid or commence earlier than the first day of the seventh monthfollowing the date of Executive’s termination of employment. As a condition to Executive’sreceipt of such payments, Executive shall be required to execute, return, comply with andnot rescind a full and final release of any and all claims in favor of MakeMusic. Suchrelease agreement shall be prepared by MakeMusic.     (e) All payments made to Executive under this Paragraph 3.02 shall be reduced byamounts (i) required to be withheld in accordance with federal, state and local laws andregulations in effect at the time of payment, or (ii) owed to MakeMusic by Executive for anyamounts advanced, loaned or misappropriated. Such offset shall be made in the mannerpermitted by and shall be subject to the limitations of all applicable laws, including butnot limited to Code Section 409A, and the regulations, notices and other guidance of generalapplicability issued thereunder.     **6. Return of MakeMusic Property and Information**. Sections 3.03 and 4.03 of the EmploymentAgreement are hereby amended to clarify that Executive’s obligations under such Sections may betriggered at any time upon MakeMusic’s request.     **7. Term**. Section 10.05 of the Employment Agreement is hereby deleted in its entirety andreplaced with the following:     10.05 **Term**. This Agreement shall be effective from October 19, 2000, to andincluding October 18, 2001 at which time the Agreement and Executive’s employment withMakeMusic will be automatically renewed for a consecutive one-year term, unless Executive’semployment is terminated pursuant to Article III or the Parties have negotiated a new oramended employment agreement or either Party has provided the other with written notice 90calendar days prior to the expiration of the term.     **8. Survival of Provisions**. Section 10.07 is hereby added to the Employment Agreement toprovide the following:     10.07 **Survival of Provisions**. The Parties agree that Articles 4 — 10 ofthis Agreement shall survive termination of this Agreement and termination of Executive’semployment for any reason.     **9. Code Section 409A**. Section 10.08 is hereby added to the Employment Agreement to provide thefollowing:     10.08 **Code Section 409A**. Notwithstanding anything in this Agreement to thecontrary, MakeMusic expressly reserves the right to amend this Agreement without Executive’sconsent to the extent necessary to comply with Code Section 409A, as it may
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be amended from time to time, and the regulations, notices and other guidance ofgeneral applicability issued thereunder.     **10. Full Force and Effect**. Except as amended by this Amendment, all provisions of theEmployment Agreement continue in full force and effect.     **11. Counterparts**. This Amendment may be executed in two or more counterparts, each of whichshall constitute an original but all of which, when taken together, shall constitute one and thesame Amendment.[Signature Page Follows]
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          **In Witness Whereof**, the Parties have duly executed and delivered this First Amendmentto Employment Agreement effective as of the date first above written.     **Executive:**