Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2012, MakeMusic, Inc. (the "Company") and Karen T. van Lith ("Ms. van Lith"), the Company's former President and Chief Executive Officer, entered into a Separation Agreement and Release (the "Separation Agreement"). The Separation Agreement sets forth all compensation and benefits payable by the Company to Ms. van Lith following the date she ceased to serve as an officer of the Company.

Pursuant to the Separation Agreement, the Company will make the following payments to Ms. van Lith: 12 months of severance at Ms. van Lith's ending base salary, payable over a 12-month period; $60,000 as a lump sum, payable during the Company's third fiscal quarter; approximately $1,000 per month in COBRA premiums through June 2013; and approximately $11,000 for accrued but unused paid time off. In addition, the vested portion of Ms. van Lith's stock option will remain exercisable until June 15, 2015, and the portion of the option scheduled to vest on June 30, 2012 became vested upon Ms. van Lith's execution of the Separation Agreement. The remainder of the option will be forfeited in accordance with its terms, and the unearned portion of Ms. van Lith's restricted stock awards will be forfeited in accordance with their terms. The Separation Agreement contains a mutual release of claims and mutual non-disparagement and confidentiality obligations and requires Ms. van Lith to comply with certain non-solicitation and non-competition obligations for 12 months. Under applicable federal and state laws, Ms. van Lith's release of claims is subject to a seven-day and fifteen-day rescission period, respectively.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements: None.

(b) Pro forma financial information: None.

(c) Shell company transactions: None.

(d) Exhibits:

10.1 Separation Agreement and Release dated June 22, 2012.

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