RESTRICTED STOCK UNIT AGREEMENT MAKEMUSIC, INC. 2003 EQUITY INCENTIVE PLAN

Exhibit 10.5

RESTRICTED STOCK UNIT AGREEMENT

MAKEMUSIC, INC.
2003 EQUITY INCENTIVE PLAN

     THIS AGREEMENT is made effective as of this                      day of                      ,                       , by and between MakeMusic, Inc., a Minnesota corporation (the “Company”), and                      (the “Participant”).

WITNESSETH:

     WHEREAS, the Participant on the date hereof is a key employee, officer, director of or consultant or advisor to, the Company or one of its Subsidiaries;

     WHEREAS, the Company wishes to grant a restricted stock unit award to the Participant for shares of the Company’s Common Stock pursuant to the Company’s 2003 Equity Incentive Plan (the “Plan”); and

     WHEREAS, the Administrator of the Plan has authorized the grant of a restricted stock unit award to the Participant.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

     1.  Grant of Restricted Stock Unit Award . The Company hereby grants to the Participant a restricted stock unit award (the “Award”) for                      (                      ) restricted stock units on the terms and conditions set forth herein. Each restricted stock unit shall entitle the Participant to receive one share of the Company’s Common Stock. This Award shall expire ________, unless terminated earlier under the provisions of Paragraph 2 below.

     2.  Vesting of Restricted Stock Units .

          a.  General . Except as provided in Paragraph 3 below, the restricted stock units subject to this Award shall vest according to the following schedule:

          b.  Termination of Relationship . Except as provided in Paragraph 3 below, if, prior to the vesting of all or any portion of the Award, the Participant ceases to be [a key employee or officer] [a consultant or advisor] [a director] of the Company or any Affiliate for any reason, the Participant may be required to forfeit all restricted stock units subject to this Award which have not vested and this Award may, in the Administrator’s discretion, terminate as of the date of the act giving rise to such termination. Notwithstanding anything herein to the contrary, if any payments to be made to the Participant hereunder are subject to the requirements of Code Section 409A and the Company determines that the Participant is a “specified employee” as defined in Code Section 409A as of the date of the termination, such payments shall not be paid or commence earlier than the date that is six months after the termination. Any payment not made during the six month period shall be paid on the first day of the seventh month following termination.

          c. Issuance of Shares; Rights as a Shareholder . On each Vesting Date or in the event of a termination in connection with a Change of Control (as defined below), the Company shall cause to be issued a stock certificate representing that number of shares of Common Stock that have vested as of such Vesting Date, less any shares withheld for payment of taxes as provided in Paragraph 4(e) below, and shall deliver such certificate to the Participant. Until the issuance of such shares, the Participant shall not be entitled to receive dividends attributable to such shares of Common Stock, and shall not have any other rights as a shareholder with respect to such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 14 of the Plan and Paragraph 4(c) of this Agreement.

     3.  Change of Control .

          a.  Acceleration . Notwithstanding anything in the Plan or this Agreement to the contrary, in the event of the termination of the Participant’s relationship with the Company in connection with a Change of Control (as defined below), this Award shall immediately and fully vest.

          b.  Change of Control Defined . For purposes of this Paragraph 3, a “Change of Control” means:

          i. The consummation of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals and entities who were shareholders of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total combined voting power of all classes of securities issued by the surviving corporation for the election of directors of the surviving corporation;

          ii. The shareholders of the Company approve any plan or proposal for the liquidation of the Company;

          iii. A sale, lease or other transfer of all or substantially all of the assets of the Company to any person or entity which is not an Affiliate of the Company; or

          iv. The acquisition, without prior approval by resolution adopted by the Board, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, in the aggregate, fifty percent (50%) or more of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person or entity or by a group of associated persons or entities acting in concert; provided, however, that a Change of Control will not be deemed to occur if such acquisition is initiated by the Participant or an entity in which the Participant owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Participant or such entity is a member of the group of associated persons or entities acting in concert.

In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations, notices and other guidance of general applicability issued thereunder.

          c. Limitation on Change of Control Payments . The Participant shall not be entitled to receive any Change of Control Payment, as defined below, which would constitute a “parachute payment” for purposes of Code Section 280G, or any successor provision, and the regulations

thereunder. In the event any Change of Control Payment payable to the Participant would constitute a “parachute payment,” the Participant shall have the right to designate those Change of Control Payments which would be reduced or eliminated so that the Participant will not receive a “parachute payment.” For purposes of this Paragraph 3(c), a “Change of Control Payment” shall mean any payment, benefit or transfer of property in the nature of compensation paid to or for the benefit of the Participant under any arrangement which is considered contingent on a Change of Control for purposes of Code Section 280G, including, without limitation, any and all of the Company’s salary, bonus, incentive, restricted stock, stock option, equity-based compensation or benefit plans, programs or other arrangements, and shall include the acceleration of this Award.

     4.  Miscellaneous .

          a. Employment; Rights as Shareholder . This Agreement shall