##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K/A
 (Amendment No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31, 2009o

TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934  Commission file
    number 001-12475
      Terremark Worldwide, Inc. (Exact Name of
    Registrant as Specified in Its Charter)
  Delaware

84-0873124(State or Other Jurisdiction
    of

(IRS EmployerIncorporation or
    Organization)

Identification
    No.)   2 South Biscayne Blvd. Suite 2800 Miami, Florida
    33131
 (Address of Principal Executive
    Offices, Including Zip Code)
  Registrants telephone number, including area code:
 (305) 856-3200
  Securities registered pursuant to Section 12(b) of the
    Act:
  Common Stock, par value $0.001 per share

NASDAQ Stock Market LLC(Title of Class)

(Name of Exchange on Which Registered)   Securities registered pursuant to Section 12(g) of the
    Act:
 NONE
      o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
  The aggregate market value of the registrants common
    stock held by non-affiliates of the registrant computed by
    reference to the price at which the common stock was last sold
    as of the last business day of the registrants most
    recently completed second quarter was approximately $408,325,938
    (based on the closing market price of $6.87 per share for the
    registrants common stock as reported on the Nasdaq Global
    Market on September 30, 2008). For purposes of the
    foregoing computation, all executive officers, directors and
    five percent beneficial owners of the registrant are deemed to
    be affiliates. Such determination should not be deemed to be an
    admission that such executive officers, directors or five
    percent beneficial owners are, in fact, affiliates of the
    registrant.
  The number of shares outstanding of the registrants
    common stock, par value $0.001 per share, as of July 28,
    2009 was 65,363,215.




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TABLE
    OF CONTENTS
   
 PART IITEM 1.


BUSINESS


3ITEM 1A.


RISK FACTORS


14PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


24ITEM 11.


EXECUTIVE COMPENSATION


28ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


42ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


45ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


47PART IVSIGNATURES


49EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFOEX-31.1EX-31.2EX-32.1EX-32.2   1




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EXPLANATORY
    NOTE
  Form 10-K 10-K), Form 10-K/A 10-K
  Form 10-K/A, 10-K 10-K. Form 10-K/A,
 2




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PART I  ITEM 1.
    BUSINESS.  The words Terremark, we,
    our, ours, and us refer to
    Terremark Worldwide, Inc. All statements in this discussion that
    are not historical are forward-looking statements within the
    meaning of Section 21E of the Securities Exchange Act of
    1934, as amended, including statements regarding
    Terremarks expectations, beliefs,
    hopes, intentions,
    strategies or the like. Such statements are based on
    managements current expectations and are subject to a
    number of factors and uncertainties that could cause actual
    results to differ materially from those described in the
    forward-looking statements. Terremark cautions investors that
    actual results or business condition may differ materially from
    those projected or suggested in such forward-looking statements
    as a result of various factors, including, but not limited to,
    the risk factors discussed in this Annual Report on
    Form 10-K.
    Terremark expressly disclaims any obligation or undertaking to
    release publicly any updates or revisions to any forward-looking
    statements contained herein to reflect any change in
    Terremarks expectations with regard thereto or any change
    in events, conditions, or circumstances on which any such
    statements are based.
  Our
    Business
        
    Colocation Services:  We provide customers with
    the space, power and a secure environment to deploy their own
    computing, network, storage and IT infrastructure.
    Managed Services:  We design, deploy, operate,
    monitor and manage our clients IT infrastructure at our
    facilities.
    Exchange Point Services:  We enable our
    customers to exchange Internet and other data traffic through
    direct connection with each other or through peering connections
    with multiple parties.   3




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(305) 856-3200.
  Competitive
    Strengths
    
    Strategically located carrier neutral data
    centers Our purpose-built, carrier neutral data
    centers have been established in regions with considerable
    demand for our services. Because we are not a carrier and are
    not affiliated with a particular carrier, we can provide direct
    access to more than 160 carriers, including all global
    Tier 1 carriers, enabling our customers to realize
    significant cost savings, flexibility and the option to scale
    their network needs as their businesses grow. Our facilities are
    in immediate proximity to major fiber routes, providing
    convenient access to the United States, Europe and Latin
    America. The NAP of the Americas located in Miami, Florida was
    the first purpose-built, carrier neutral Network Access Point of
    its kind and is specifically designed to link the United States
    with the rest of the world.
    Competitive advantage in serving the federal
    sector We believe the combination of our
    long-standing relationships with the federal government, high
    level security clearances and our dedicated federal sales force
    provides us with a competitive advantage. Approximately 10% of
    our employee base has federal security clearances, and we are
    the only company awarded a GSA Schedule contract offering
    colocation space that satisfies the federal governments
    requirements to be accredited as a Sensitive Compartmented
    Information Facility (SCIF). Since we were awarded our first
    federal contract in 2004, we have had success in expanding our
    business with the Departments of Defense and State and we
    continue to collaborate with key federal IT integrators such as
    Computer Sciences Corporation and General Dynamics. Our market
    presence with the federal sector and system integrators is
    increasing as a result of the success of the NAP of the Capital
    Region together with the federal governments current focus
    on civilian agency IT infrastructure. The federal sector
    accounted for approximately 24% of our revenue for the year
    ended March 31, 2009.
    Comprehensive portfolio of IT solutions We
    offer our customers a comprehensive suite of services, including
    colocation, managed hosting, managed network, disaster recovery,
    security and cloud computing services. We believe that the
    breadth of our service offerings enables us to better meet our
    existing customers changing demands and to cross-sell
    various products and services within our portfolio. We have had
    significant success in cross-selling our products, with
    approximately 70% of our new bookings for the year ended
    March 31, 2009 generated by existing customers.
    Scalable infrastructure Our infrastructure is
    focused around our three primary facilities in Florida, Virginia
    and California, where visibility of future revenues is high and
    where we believe the probability of success is significant. We
    are able to spread the operating expenses and capital
    expenditures of each facility across the facilitys growing
    customer base. Our current purpose-built infrastructure also
    allows us to build out in incremental data centers within our
    facilities with relatively low incremental capital expenditures
    as demand increases.
    Diversified customer base We have a diverse
    customer base of approximately 1,100 enterprises, government
    agencies, systems integrators, Internet content and portal
    companies and network providers, which are attracted by our
    fully integrated suite of products and services. Given the
    breadth of our customer base, no commercial customer represents
    more than 5% of total recurring revenue.
    Strong management team We have a seasoned
    operational, sales and financial management team, comprising
    individuals who have an average of 8.5 years of communication
    and data center expertise. Most of our operational and sales
    team has been assembled from several of the worlds leading
    communication service providers. 4




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Strategy
    
    Increase revenue from our existing customer base We will continue to pursue opportunities to
    provide new services to existing customers and capture an
    increasing portion of each customers IT spending. We
    believe that our comprehensive set of services establishes a
    foundation for cross-selling opportunities across our broad
    customer base. We will focus on cross-selling managed services
    to our existing colocation customers, as well as providing
    colocation services to existing managed services customers. We
    expect our focus on cross-selling to existing customers to
    maintain or lower our existing churn rates, which will provide
    us with increased revenue visibility.
    Leverage our competitive advantage to serve the federal
    sector We will broaden our reach with customers
    in the federal sector, including increasing our penetration of
    civilian agencies. We will do so by leveraging our dedicated
    resources, existing relationships, preferred GSA provider status
    and the prime location and design of our NAP in the Washington
    D.C. area. We believe that our prior experience and existing
    relationships in the federal sector have resulted in our ability
    to offer federal sector customers tailored colocation and
    managed services. We plan to further capitalize on the current
    federal administrations plans to increase their use of
    cloud computing, building off our recently awarded federal cloud
    computing contracts to host the USA.gov and Data.gov websites.
    We believe we are well-positioned to win additional business in
    the federal sector, increase our penetration of the civilian
    agencies and further augment our relationships with the large
    federal IT integrators and other potential partners.
    Continue our disciplined approach to expansion Our current expansion plans are focused on
    growth within our existing footprint when the demand for our
    services is established, where there are significant
    opportunities to grow revenue and where the probability of
    success is significant. The development of our NAP of the
    Capital Region, or NCR, is an example of this. We opened Pod 1
    at NCR in July 2008 and were able to contract over 80% of its
    total built-out space by January 2009. Similarly, over 30% of
    the expected built-out space in Pod 2 is already under contract
    despite beginning construction in January 2009 and having an
    opening scheduled for early 2010. With more than 90% of the
    built out space in the NAP of the Americas/West currently
    contracted, we intend to apply the same disciplined approach to
    expansion in that and our other markets.
    Invest in our proprietary service delivery technology and
    products We will continue to invest in
    proprietary technologies that provide reliable, cost-effective
    and flexible solutions to our customers and a technological
    advantage over our competitors. Our investment in proprietary
    technology and products enables us to automate service delivery
    processes, which will allow us to drive efficiencies and lower
    our operating costs.  Products
    and Services
    Colocation
   5




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Space and Power
  Sensitive Compartmented Information Facility
    (SCIF) Services
  Remote Hands/Smart Hands on-site
  Managed
    Services
    Managed Hosting Services line-of-business
  6




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Service

DescriptionManaged Hosting

Offers flexibility, scalability and operating efficiency through
    our full-service, utility-enabled hosting solutions.  We also
    provide a more comprehensive suite of hosting services, built
    around an application-centric philosophy, with application-level
    deep monitoring, return-to-service and code troubleshooting
    services. Includes full support for leading database and
    application platforms.Enterprise
Cloudtm

The Enterprise Cloud service allows our customers to control a
    pool of processing, storage and networking resources that allow
    them to deploy server capacity on demand instead of investing in
    their own infrastructure.   Managed Network Services
  Service

DescriptionManaged NOC Services

Provide 24x7 immediate response, customer network monitoring and
    management and vendor support management.Managed Routing Service

Provides managed access to the telecommunication backbones of
    the worlds leading carriers. The facilities are complete
    with redundant systems and infrastructure. Intelligent routing
    maximizes optimal network connectivity.Managed Satellite Services

Provide 24x7 monitoring and management, vendor support
    management, spectrum management and on-demand move/add/change.   Equipment/Other
    Infinistructure ®
  digitalOps
  Exchange
    Point Services
   7




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Interconnect Services
  Peering Services IP-based
  Industry
    Trends
    
    Global Bandwidth Utilization Trends.  Demand
    for global IP traffic, according to Cisco Systems, Inc,
    increased at a CAGR of 60% from 2006 to 2008. This growth in
    end-user traffic over IP networks is expected to continue to
    grow due to continued adoption of broadband access to the
    Internet by businesses and consumers and significant mass
    adoption of high bandwidth and data-intensive consumer and
    business applications that have large file content. The
    introduction of more powerful computers and software
    applications will further exacerbate this trend, and Cisco
    projects IP traffic will grow at a CAGR of 46% from 2007 through
    2012. Penetration rates are also expected to increase and, when
    combined with increasing connection speeds, indicate that global
    IP traffic will continue to increase exponentially. Regional
    internet traffic is growing fastest in Latin America. Cisco
    projects total regional IP traffic in Latin America to grow at a
    57% CAGR from 2007 to 2012. The growth is driven mainly by
    increasing internet penetration and the advent of high-speed
    connections in some of the fastest and largest developing
    economies in the world such as Brazil, Argentina and Colombia.
    As the increase in global internet traffic continues to drive
    demand for IT infrastructure, we believe we are well positioned
    to benefit from these trends. Our facilities handle a
    significant amount of internet traffic in the U.S., our flagship
    facility, the NAP of the Americas, handles approximately 90% of
    Latin American IP traffic, and our Brazilian facility is the
    largest Internet exchange in South America.
    Rising Power and Cooling Requirements.  Power
    availability for equipment and cooling is one of the most
    important challenges facing data centers today. The power
    requirement of a modern server environment has grown
    significantly, making many legacy data centers which were not
    adequately equipped obsolete. While the size of networking and
    computing equipment continues to shrink, the increasing speed at
    which this equipment can receive, process and transmit data
    continues to fuel power requirements. Robert Frances Group
    research highlights that while the average power requirement per
    rack was 1 to 3 kilowatts five years ago, a typical rack now
    requires 4 to 6 kilowatts with high density blade servers
    consuming 24  30 kilowatts per rack. Concurrently,
    increased cooling requirements for these dense servers coupled
    with increasing memory and storage requirements are also driving
    power demand. Industry estimates indicate that one equipment
    rack of 24 kilowatts of power requires six to seven tons of
    cooling capacity and approximately 3,800 cubic feet per minute
    of airflow. According to a recent study, aggregate electricity
    use for servers doubled over the period 2000 to 2005, both in
    the US and worldwide. Additionally, IDC expects the blade server
    market to continue to grow at by estimated 20.8% in unit
    shipments from 2008 to 2013, 8




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accounting for nearly 29.8% of the server market by 2011. We
    expect the demand for the higher power density and advanced
    cooling systems provided by our data centers to continue.  
    Increasing Enterprise Demand for
    Outsourcing.  In the U.S., the following factors
    have contributed to enterprise customers increasingly
    outsourcing their data center operations:  Increased Technical Demands and Technological
    Developments.
  Increased Reliance on the Internet. e-commerce,
  Adoption of Network-Centric Computing and IP
    Services.
  Business Continuity and Disaster Recovery.
  Regulatory Compliance.
  
    Increased government demand for
    outsourcing:  The current federal administration
    announced plans to increase the outsourcing of IT needs, which
    we expect will significantly boost federal demand for colocation
    and managed services, reducing government costs and increasing
    efficiency. Cloud computing is likely to be one of the key
    managed hosting services utilized in this initiative.
    Outsourcing through cloud computing allows the government to use
    a pool of processing, storage and networking resources that can
    be provisioned on demand, and offers advanced capabilities in
    cyber security.  Customers
   9




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Sales and
    Marketing
  Sales
    
    Direct sales our direct salesforce is
    comprised of 29 quota-bearing sales people based primarily in
    the U.S.
    Sales engagement team team of 5 professionals
    responsible for managing inbound demand from marketing campaigns
    and website visitors as well as conducting targeted sales
    outreach.
    Our Channels & Strategic Alliances group responsible for the acquisition, education and
    retention of channel partners and reseller agents.  Marketing
    
    Brand management and positioning This
    includes brand identity unification, positioning at the
    corporate and product levels, the development of methodology,
    marketing assets and brand awareness programs for all of our
    business units.
    Lead generation Utilizing online marketing,
    targeted advertising, direct marketing, event marketing, and
    public relations programs and strategies to design and execute
    successful lead generation campaigns leveraging inside and
    direct sales and channel teams and contribute meaningfully and
    measurably to pipeline and revenue goals.  Competition
    
    Internet data centers operated by established communications
    carriers such as AT&T, Level 3, Qwest, Savvis and
    Verizon Business. Unlike the major network providers that
    constructed data centers primarily to help sell bandwidth, we
    have aggregated multiple networks in each of our carrier neutral
    data centers, providing superior diversity, pricing and
    performance. Telecommunications companies data centers
    generally provide only one choice of carrier and prefer
    customers with high managed services needs as part of their
    pricing structures. Locating in our data centers provides access
    to a wide choice of top tier networks and allows customers to
    negotiate the best prices with a number of carriers, which we
    believe results in better economics and redundancy.
    Infrastructure service providers such as Equinix, Global Switch,
    Internap Network Services Corporation and Switch and Data.
    Infrastructure service providers often provide either colocation
    or managed services or a combination with limited managed
    services. In contrast, we offer a full suite of both colocation
    and managed services through high quality, technologically
    advanced, secure data centers with
    24-hour
    support.
    Large scale system integrators such as IBM and Electronic Data
    Systems. Most system integrators are primarily engaged to
    deliver large scale information systems, including their design
    and development, the management of vendor contracts, the
    purchase of equipment and technical integration. While there may
    be some overlap with our services, we focus on providing an
    end-to-end
    service offering in colocation and managed services. 10




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
    Wholesale providers of data center space such as Digital Realty
    Trust, Dupont Fabros and 365 Main Inc. These companies have data
    centers focused on meeting the outsourced data center needs of
    wholesale customer deployments. These centers primarily provide
    space and power on a wholesale basis without additional
    services. While certain of our customers demand the use of only
    the basic elements of our data centers (e.g. power, space and
    cooling), our focus is on attracting those customers who demand
    services in addition to the physical facilities necessary to
    house their equipment. In addition, wholesale customers are not
    typically suited to our model as we focus on providing space and
    services to a large number of diverse customers in each data
    center, which allows our customers and maximizes our financial
    returns on a per site basis.
    Managed hosting and cloud computing providers including
    Rackspace, SAVVIS, AT&T, Pipex, The Planet and Verio.
    Microsoft, Google and Amazon are also emerging competition, as
    they are currently making investments in cloud computing
    capabilities. These services allow customers to use shared or
    dedicated physical or virtual computer servers to house, serve
    and maintain various computing environments including websites
    and databases.  Employees
    Primary
    Data Centers
  NAP of
    the Americas
      24-hour
  NAP of
    the Capital Region
  50-mile
  30-acre
 11




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®
  NAP of
    the Americas/West
    Data
    Center Summary
    PotentialColocationspaceLocation

Type


(sq. ft.)


Services ProvidedUnited StatesNAP of the Americas
    (Miami, FL)


Owned



315,000


Colocation; Exchange; Managed ServicesNAP of the Capital Region
    (Culpeper, VA)


Owned



250,000
(1)

Colocation; Exchange; Managed ServicesPod 1






50,000


Open / fully constructedPod 2






50,000


Expect opening early 2010Pods 3 through 5






150,000


For future expansionNAP of the Americas/West
    (Santa Clara, CA)


Leased



30,000


Colocation; Exchange; Managed ServicesCA Expansion


Owned



50,000


Colocation; Exchange; Managed ServicesDallas


Leased



7,100


Managed ServicesHerndon


Leased






Colocation; ExchangeInternationalColombia


Leased



18,000


Colocation; Exchange; Managed ServicesMadrid


Leased



6,500


Colocation; Exchange; Managed ServicesSao Paolo


Leased



3,400


Colocation; Exchange; Managed ServicesBenelux


Leased



1,000


Managed ServicesLondon


Leased



270


Managed Services  12




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(1)
    
    Represents total potential colocation space upon completion of
    five, 50,000 square foot pods. As of March 31, 2009,
    Pod 1 has been completed and Pod 2 is under construction. Pod 2
    is scheduled to open in early 2010. We intend to construct Pods
    3, 4 and 5 as needed to satisfy future demand for space in NAP
    of the Capital Region.  Financial
    Information About Geographic Areas
    March 31,2009


2008


2007Revenues:United States

$
218,935


$
163,278


$
85,167International


31,535



24,136



15,781$
250,470


$
187,414


$
100,948     March 31,2009


2008United States

$
390,790


$
327,048International


9,343



5,963$
400,133


$
333,011   Where You
    Can Find Additional Information
  1-800-SEC-0330 http://www.sec.gov. http://www.terremark.com
 13




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ITEM 1A.
    RISK
    FACTORS.  Form 10-K.
  We
    have incurred substantial losses in the past and expect to
    continue to incur additional losses in the future, which may
    reduce our ability to raise capital.
    We may
    not be able to compete successfully against current and future
    competitors.
     14




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We
    anticipate that a significant portion of our revenues will be
    from contracts with agencies of the United States
    government, and uncertainties in government contracts could
    adversely affect our business.
    We
    derive a significant portion of our revenues from a few clients;
    accordingly, a reduction in our clients demand for our
    services or the loss of clients could impair our financial
    performance.
    A
    failure to meet customer specifications or expectations could
    result in lost revenues, increased expenses, negative publicity,
    claims for damages and harm to our reputation and cause demand
    for our services to decline.
    
    delayed or lost revenue;
    requirements to provide additional services to a customer at
    reduced charges or no charge;
    negative publicity about us, which could adversely affect our
    ability to attract or retain customers; and
    claims by customers for substantial damages against us,
    regardless of our responsibility for the failure, which may not
    be covered by insurance policies and which may not be limited by
    contractual terms of our engagement.  Our
    ability to successfully market our services could be
    substantially impaired if we are unable to deploy new
    infrastructure systems and applications or if new infrastructure
    systems and applications deployed by us prove to be unreliable,
    defective or incompatible.
   15




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Any
    interruptions in, or degradation of, our private transit
    Internet connections could result in the loss of customers or
    hinder our ability to attract new customers.
    Our
    network infrastructure could fail, which would impair our
    ability to provide guaranteed levels of service and could result
    in significant operating losses.
    
    require us to spend substantial amounts of money to replace
    equipment or facilities;
    entitle customers to claim service credits or seek damages for
    losses under our service level guarantees;
    cause customers to seek alternate providers; or
    impede our ability to attract new customers, retain current
    customers or enter into additional strategic relationships.  Our
    dependence on third parties increases the risk that we will not
    be able to meet our customers needs for software, systems
    and services on a timely or cost-effective basis, which could
    result in the loss of customers.
    We
    could be subject to increased operating costs, as well as
    claims, litigation or other potential liability, in connection
    with risks associated with Internet security and the security of
    our systems.
  e-commerce
 16




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We may
    be subject to legal claims in connection with the information
    disseminated through our network, which could divert
    managements attention and require us to expend significant
    financial resources.
  e-mails
  If we
    are unable to protect our intellectual property and prevent its
    use by third parties, our ability to compete in the market will
    be harmed.
       17




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Our
    products or services could infringe on the intellectual property
    rights of others, which may lead to litigation that could itself
    be costly, could result in the payment of substantial damages or
    royalties and/or prevent us from using technology that is
    essential to our products or services.
    
    cease selling or using any of our products or services that
    incorporate or makes use of the asserted intellectual property,
    which would adversely affect our revenue;
    pay substantial damages for past use of the asserted
    intellectual property;
    obtain a license from the holder of the asserted intellectual
    property, which license may not be available on reasonable
    terms, if at all; or
    redesign or rename, in the case of trademark claims, our
    products or services to avoid infringing the intellectual
    property rights of third parties, which may not be possible and
    could be costly and time-consuming if it is possible to do.  and/or
  We
    license intellectual property rights from third-party owners. If
    such owners do not properly maintain or enforce the intellectual
    property underlying such licenses, our competitive position and
    business prospects could be harmed. Our licensor may also seek
    to terminate our license.
      We
    rely on trade secrets and other forms of non-patent intellectual
    property protection. If we are unable to protect our trade
    secrets, other companies may be able to compete more effectively
    against us.
   18




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We may
    be subject to damages resulting from claims that we or our
    employees have wrongfully used or disclosed alleged trade
    secrets of their former employers.
    We may
    be exposed to liability under non-solicitation agreements to
    which one or more of our employees may be a party with certain
    of our competitors.
    We may
    become subject to burdensome government regulation and legal
    uncertainties that could substantially harm our business or
    expose us to unanticipated liabilities.
    Difficulties
    presented by international economic, political, legal,
    accounting and business conditions could harm our business in
    international markets.
    
    unexpected changes in regulatory, tax and political environments;
    longer payment cycles and problems collecting accounts
    receivable;
    fluctuations in currency exchange rates;
    our ability to secure and maintain the necessary physical and
    telecommunications infrastructure;
    challenges in staffing and managing foreign operations; and
    laws and regulations on content distributed over the Internet
    that are more restrictive than those currently in place in the
    United States.   19




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We
    have significant debt service obligations which will require the
    use of a substantial portion of our available
    cash.
    
    general economic and capital markets conditions, and in
    particular the non-investment grade debt market;
    conditions in the Internet infrastructure market;
    credit availability from banks or other lenders;
    investor confidence in the telecommunications industry generally
    and our company specifically; and
    the success of our facilities.    Our
    Credit Facilities, Senior Convertible Notes, and Series B
    Notes contain numerous restrictive covenants.
    
    incur more debt;
    pay dividends, redeem or repurchase our stock or make other
    distributions;
    make acquisitions or investments;
    enter into certain transactions with affiliates;
    merge or consolidate with others;
    dispose of assets or use asset sale proceeds;
    create liens on our assets;
    capital expenditures; and
    extend credit.   20




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If our
    financial condition deteriorates, we may be delisted by the
    NASDAQ and our stockholders could find it difficult to sell our
    common stock.
    
    our financial condition and operating results appear to be
    unsatisfactory;
    we have sustained losses that are so substantial in relation to
    our overall operations or our existing financial condition has
    become so impaired that it appears questionable whether we will
    be able to continue operations
    and/or meet
    our obligations as they mature.    Our
    business could be harmed by prolonged electrical power outages
    or shortages, or increased costs of energy.
    We are
    dependent on key personnel and the loss of these key personnel
    could have a material adverse effect on our
    success.
    We may
    encounter difficulties implementing our expansion
    plan.
    
    identify and obtain the use of locations in which we believe
    there is sufficient demand for our services;
    generate sufficient cash flow from operations or through
    additional debt or equity financings to support these expansion
    plans; 21




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##### Table of Contents




    hire, train and retain sufficient additional financial reporting
    management, operational and technical employees; and
    install and implement new financial and other systems,
    procedures and controls to support this expansion plan with
    minimal delays.    If the
    world-wide financial crisis and the ongoing economic recession
    continues or intensifies, our ability to meet long-term
    commitments and our ability to grow our business would be
    adversely affected; this could adversely affect our results of
    operations, cash flows and financial condition.
        Risk
    Factors Related to Our Common Stock
  Our
    stock price may be volatile, and you could lose all or part of
    your investment.
    
    actual or anticipated variations in our quarterly and annual
    results of operations;
    changes in market valuations of companies in our industry;
    changes in expectations of future financial performance or
    changes in estimates of securities analysts;
    fluctuations in stock market prices and volumes;
    future issuances of common stock or other securities;
    the addition or departure of key personnel; and
    announcements by us or our competitors of acquisitions,
    investments or strategic alliances. 22




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##### Table of Contents



We
    expect that the price of our common stock will be significantly
    affected by the availability of shares for sale in the
    market.
    
    2,324,800 shares of our common stock reserved for issuance
    upon conversion of our 9% Senior Convertible Notes;
    4,575,200 shares of our common stock reserved for issuance
    upon conversion of our 6.625% Senior Convertible Notes;
    491,400 shares of our common stock reserved for issuance
    upon conversion of our Series B Notes;
    1,041,333 shares of our common stock reserved for issuance
    upon conversion of our Series I convertible preferred stock;
    2,209,887 shares of our common stock issuable upon exercise
    of options;
    1,489,630 shares of our nonvested stock; and
    2,030,328 shares of our common stock issuable upon exercise
    of warrants.    Our
    common shares are thinly traded and, therefore, relatively
    illiquid.
    Existing
    stockholders interest in us may be diluted by additional
    issuances of equity securities.
    We do
    not expect to pay dividends on our common stock, and investors
    will be able to receive cash in respect of the shares of common
    stock only upon the sale of the shares.
   23




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    Name

Age

Principal PositionManuel D. Medina


56


Chairman of the Board, President and Chief Executive OfficerJoseph R. Wright, Jr.


70


Vice Chairman of the BoardGuillermo Amore


70


DirectorTimothy Elwes


73


DirectorAntonio S. Fernandez


69


DirectorArthur L. Money


69


DirectorMarvin S. Rosen


68


DirectorMiguel J. Rosenfeld


59


DirectorRodolfo A. Ruiz


60


DirectorJamie Dos Santos


47


Chief Executive Officer Terremark Federal GroupJose A. Segrera


38


Chief Financial OfficerMarvin Wheeler


55


Chief Operations OfficerAdam T. Smith


37


Chief Legal Officer   Manuel D. Medina
  Joseph R. Wright, Jr. e-commerce
  Guillermo Amore
 24




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##### Table of Contents



Timothy Elwes
  Antonio S. Fernandez
  Arthur L. Money
  Marvin S. Rosen
  Miguel J. Rosenfeld
  Rodolfo A. Ruiz
 25




---



##### Table of Contents



Jamie Dos Santos
  Jose A. Segrera
  Marvin Wheeler
  Adam T. Smith
  CORPORATE
    GOVERNANCE
   26




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##### Table of Contents



Code of
    Business Conduct and Ethics
  www.terremark.com
  Section 16(a)
    Beneficial Ownership Reporting Compliance
      Communications
    Between Stockholders and the Board
    Stockholder
    Recommendation of Nominees to Our Board of Directors.
    Audit
    Committee
   27




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##### Table of Contents



Regulation S-K.
  ITEM 11.
    EXECUTIVE
    COMPENSATION.  Compensation
    Discussion and Analysis
    U.S.-based
  Compensation
    Program Objectives and Rewards
      
    Base salary and benefits are designed to attract and retain
    employees over time.
    Incentive compensation awards are designed to focus employees on
    the business objectives for a particular year.
    Equity incentive awards, such as stock options and nonvested
    stock, focus executives efforts on the behaviors within
    the recipients control that they believe are designed to
    ensure our long-term success as reflected in increases to our
    stock prices over a period of several years, growth in our
    profitability and other elements.
    Severance and change in control plans are designed to facilitate
    our ability to attract and retain executives as we compete for
    talented employees in a marketplace where such protections are
    commonly offered. The separation benefits described below
    provide benefits to ease an employees transition due to an
    unexpected employment termination by us due to on-going changes
    in our employment needs. The change in control separation
    benefits described below encourages our employees to remain
    focused on our business in the event of rumored or actual
    fundamental corporate changes. 28




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##### Table of Contents



Benchmarking
      Digital River, Inc.
    Equinix, Inc.
    Internap Network Services Corporation
    NaviSite, Inc.
    Online Resources Corporation

SonicWALL, Inc.
    Syntel, Inc.
    Switch & Data Facilities Company, Inc.
    Tier Technologies, Inc.   The
    Elements of Terremarks Compensation Program
  Base
    Salary
      
    evaluation of individual performance and expected future
    contributions;
    review of survey data to ensure competitive compensation against
    the external market generally defined as the Peer Companies,
    where generally base salaries were in the second quartile as
    compared to the Peer Companies; and
    comparison of the base salaries of the executive officers who
    report directly to the Chief Executive Officer to ensure
    internal equity.    Incentive
    Compensation Awards
    
    Revenues; and
    Earnings before interest, taxes, depreciation and amortization,
    as adjusted (EBITDA, as adjusted)   29




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##### Table of Contents



Actual Results vs Applicable Performance Target*0%Performance Measure

Weighted

(No Bonus)

50% to 100%

100%Revenues


25
%

Less than $
250.0


$
250.0


$
255.0EBITDA, as adjusted


75
%

Less than $
56.0


$
56.0


$
58.0     *
    
    Amounts in millions.    Target Goals Basedon Actual Results (%)

Target AdjustedAnnual Base

Target

Target



EBITDA

for ActualNamed Executive Officer

Salary($)

(%)

($)

Revenues

as Adjusted

Results ($)Manuel D. Medina


425,000



100
%


425,000



14.0
%


75.0
%


378,250Jose A. Segrera


275,000



40
%


110,000



5.6
%


30.0
%


97,900Jamie Dos Santos


250,000



















Marvin Wheeler


275,000



40
%


110,000



5.6
%


30.0
%


97,900Adam T. Smith


250,000



40
%


100,000



5.6
%


30.0
%


89,000     Equity
    Incentive Awards
     30




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##### Table of Contents



No Backdating or Spring Loading:
  Stock
    Ownership Guidelines
    Benefits
    1 2
  Perquisites
   31




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##### Table of Contents



Separation
    and Change in Control Arrangements
  Potential Payments on Termination or Change in
    Control
  Separation
    Benefits.
    Potential Payments on Termination or Change in Control
  Change in Control.
  
    incentives to remain with us despite uncertainties while a
    transaction is under consideration or pending;
    assurance of severance and benefits for terminated
    employees; and
    access to equity components of total compensation after a change
    in control.    
    Be consistent with current market practice among peers.
    Keep employees relatively whole for a reasonable period but
    avoid creating a windfall.  
    Single trigger vesting ensures that ongoing employees are
    treated the same as terminated employees with respect to
    outstanding equity grants.
    Single trigger vesting provides employees with the same
    opportunities as stockholders, who are free to sell their equity
    at the time of the change in control event and thereby realize
    the value created at the time of the deal. 32




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##### Table of Contents




    The Company that made the original equity grant will no longer
    exist following a change in control, or may continue to exist
    under new management
    and/or
    stockholder control, and employees should not be required to
    have the fate of their outstanding equity tied to the future
    success of an entirely different company or the same company
    under the control of new persons.
    Single trigger vesting on performance-contingent equity, in
    particular, is appropriate given the difficulty of replicating
    the underlying performance goals.  
    Support the compelling business need to retain key employees
    during uncertain times.  
    A single trigger on equity vesting can be a powerful retention
    device during change in control discussions, especially for more
    senior executive officers where equity represents a significant
    portion of their total pay package.
    A double trigger on equity provides no certainty of what will
    happen when the transaction closes.  Compensation
    Committee Interlocks and Insider Participation
  Form 10-K/A.
  Compensation
    Committee Report
  Form 10-K/A.
     33




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##### Table of Contents



Summary
    Compensation Table
    for Fiscal Year Ended March 31,
    2009
  Change inPensionValue andNonqualifiedNon-Equity

DeferredStock

Option

Incentive Plan

Compensation

All OtherFiscal

Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

TotalName and Principal Position

Year

($)(1)

($)

($)(2)

($)(3)

($)(4)

($)

($)(5)

($)Manuel D. Medina


2009



425,000







382,699



242,539



378,250







13,675



1,442,163Chairman and Chief Executive OfficerJose A. Segrera


2009



269,615







175,010



121,270



97,900







19,333



683,128Executive Vice President and Chief Financial OfficerJamie Dos Santos


2009



579,055







17,081















21,885



618,021President, Terremark Federal GroupMarvin Wheeler


2009



269,615







155,030



121,270



97,900







24,504



668,319Chief Operations OfficerAdam T. Smith


2009



246,154







103,972



80,846



89,000







23,035



543,007Chief Legal Officer     (1)
    
    Amount for Ms. Dos Santos includes sales commissions of
    $329,055.(2)
    
    Represents the compensation costs of nonvested stock for
    financial reporting purposes in accordance with FAS 123(R),
    rather than an amount paid to or realized by the Named Executive
    Officer. See Note 15. Share-Based
    Compensation to our consolidated financial statementsset forth in our
    Form 10-K
    for the year ended March 31, 2009 for the assumptions made
    in determining FAS 123(R) values. The FAS 123(R) value
    as of the grant date for nonvested stock is recognized ratably
    over the applicable vesting period. There can be no assurance
    that the FAS 123(R) amounts will ever be realized.(3)
    
    Represents the compensation costs of stock options for financial
    reporting purposes for the year under FAS 123(R), rather
    than an amount paid to or realized by the Named Executive
    Officer. See Note 15. Share-Based
    Compensation to our consolidated financial statementsset forth in our
    Form 10-K
    for the year ended March 31, 2009 for the assumptions made
    in determining FAS 123(R) values. The FAS 123(R) value
    as of the grant date for options is recognized ratably over the
    applicable vesting period. There can be no assurance that the
    FAS 123(R) amounts will ever be realized.(4)
    
    These amounts relate to the compensation cost of the incentive
    compensation awards earned but not paid during the year ended
    March 31, 2009. The awards are payable in cash or nonvested
    stock at the discretion of the Committee. On May 22, 2009,
    the Committee determined that the earned incentive compensation
    awards will be paid in shares of our common stock.(5)
    
    See All Other Compensation chart below for amounts, which
    include insurance and our match on employee contributions to our
    401(k) plan. 34




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##### Table of Contents



All Other
    Compensation for the Fiscal Year Ended March 31,
    2009
  401(K) PlanCompanyNamed Executive Officer

Insurance(1)($)

Match ($)

Total($)Manuel D. Medina


8,752



4,923



13,675Jose A. Segrera


19,333







19,333Jamie Dos Santos


19,968



1,917



21,885Marvin Wheeler


21,227



3,277



24,504Adam T. Smith


19,016



4,019



23,035     (1)
    
    Insurance amounts include payments for medical, dental, vision,
    life and long-term disability.    Grants of
    Plan-Based Awards
    For the Fiscal Year Ended
    March 31, 2009
  AllOtherStockEstimated

Awards:







GrantFuture

Number

All Other





DatePayouts

of

Option

Exercise



FairEstimated Future

Under

Shares

Awards:

or Base



ValuePayouts Under

Equity

of

Number of

Price of

Closing

of StockNon-Equity Incentive

Incentive

Stock

Securities

Option

Price on

andPlan Awards (1)

Plan

or

Underlying

Awards

Grant

OptionGrant

Threshold

Target

Maximum

Target

Units (#)

Options (#)

($)

Date

Awards ($)Name(a)

Date(b)

($)(c)

($)(d)

($)(e)

(#)(f)

(g)

(h)

(i)

($)(j)

(k)(4)Manuel D. Medina






340,000



425,000



510,000























5/16/2008



















75,000
(2)










5.92



444,0005/16/2008



















7,500
(3)










5.92



44,400Jose A. Segrera






82,500



110,000



137,500























5/16/2008



















50,000
(2)










5.92



296,000Jamie Dos Santos


5/16/2008



















10,000
(2)










5.92



59,200Marvin Wheeler






82,500



110,000



137,500























5/16/2008



















50,000
(2)










5.92



296,000Adam T. Smith






75,000



100,000



125,000























5/16/2008



















50,000
(2)










5.92



296,000     (1)
    
    These amounts relate to the incentive compensation awards for
    the fiscal year ended March 31, 2009. The awards are earned
    by us reaching certain performance targets which are based on
    revenues and EBITDA, as adjusted. The awards are payable in cash
    or stock at the discretion of the Committee. On May 22,
    2009, the Committee determined that the earned incentive
    compensation awards will be paid in stock.(2)
    
    These nonvested stock awards will vest over three years in three
    equal installments on the anniversary of their grant date.(3)
    
    The stock award vested on May 16, 2009.(4)
    
    Represents the fair value of the nonvested stock award in
    accordance with FAS 123(R), rather than an amount paid to
    or realized by the Named Executive Officer. The FAS 123(R)
    value as of the grant date for nonvested stock is recognized
    ratably over the applicable vesting period for financial
    reporting purposes. There can be no assurance that the FAS
    123(R) amounts will ever be realized. The fair value of these
    awards is based on the closing price of our common stock on the
    grant date multiplied by the number of shares granted. 35




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##### Table of Contents



Outstanding
    Equity Awards
    at Fiscal Year End
    March 31, 2009
  Option Awards

Stock AwardsEquityEquity

IncentiveIncentive

PlanPlan

Awards:Market

Awards:

Market orValue

Number of

Payout ofEquity





Number

of

Unearned

UnearnedIncentive





of

Shares or

Shares,

Shares,Plan





Shares

Units of

Units

UnitsNumber of

Number of

Awards:





or

Stock

or Other

or OtherSecurities

Securities

Number of





Units

that

Rights

RightsUnderlying

Underlying

Securities





that

have

that

thatUnexercised

Options

Underlying

Option



have

not

have

haveOptions (#)

(#)

Unexercised

Exercise

Option

not

Vested

not

notExercisable

Unexercisable

Unearned

Price

Expiration

Vested

($)(h)

Vested

VestedName(a)

(b)(1)

(c)(2)

Options(#)(d)

($)(e)(3)

Date(f)

(#)(g)

(7)

(#)(i)

($)(j)Manuel D. Medina


10,000











31.88



9/21/2010















10,000











6.70



10/18/2011















11,500











6.00



10/18/2014















10,000











6.30



1/21/2015















100,000



50,000







5.57



11/27/2016



































25,000
(4)


67,250



























75,000
(5)


201,750



























7,500
(6)


20,175







Jose A. Segrera


10,000











33.13



8/31/2010















5,000











15.00



1/15/2011















20,000











6.70



10/18/2011















10,000











5.10



4/1/2012















10,000











3.30



3/31/2013















10,000











6.50



7/9/2014















10,000











6.74



7/14/2015















50,000



25,000







5.57



11/27/2016



































12,500
(4)


33,625



























50,000
(5)


134,500







Jamie Dos Santos


15,000











15.00



3/7/2011















20,000











6.70



10/18/2011















27,500











5.10



4/1/2012















20,000











3.30



4/1/2013















10,000











6.50



7/9/2014















10,000











6.74



7/14/2015



































10,000
(5)


26,900







Marvin Wheeler


5,000











14.00



3/13/2011















500











7.80



8/17/2011















10,000











6.70



10/18/2011















10,000











5.10



4/1/2012















20,000











3.30



3/31/2013















10,000











6.50



7/9/2014















10,000











6.74



7/14/2015















50,000



25,000







5.57



11/27/2016



































12,500
(4)


33,625



























50,000
(5)


134,500







Adam T. Smith


5,000











7.80



2/2/2014















3,000











6.74



7/14/2015















33,333



16,667







5.57



11/27/2016



































3,334
(4)


8,968



























50,000
(5)


134,500







  36




---



##### Table of Contents



(1)
    
    Options granted generally vest over three years and become
    exercisable on the first, second and third anniversary of their
    grant and expire on the date shown in column (f), which is the
    day of the tenth anniversary of their grant.(2)
    
    Options granted on November 27, 2006 expire on the date
    shown in column (f), which is the tenth anniversary of their
    grant with the remaining options vest on November 27, 2009.(3)
    
    Option exercise prices are based on the closing price of our
    common stock on the applicable grant date.(4)
    
    These stock awards will vest on November 27, 2009.(5)
    
    These nonvested stock awards were granted on May 16, 2008.
    The awards vest over three years in three equal installments on
    the anniversary of their grant date.(6)
    
    This stock award vested on May 16, 2009.(7)
    
    The market value of these nonvested stock grants is calculated
    using the closing price of our common stock on March 31,
    2009, which was $2.69 per share.  Option
    Exercises and Stock Vested in the Fiscal Year Ended
    March 31, 2009
    Option Awards

Stock AwardsNumber of



Number ofShares



SharesAcquired on

Value Realized

Acquired on

Value RealizedName(a)

Exercise(b)

on Exercise ($)(c)

Vesting(b)

on Vesting ($) (c)(1)Manuel D. Medina










30,000



112,250Jose A. Segrera










12,500



45,375Jamie Dos Santos














Marvin Wheeler










12,500



45,375Adam T. Smith










3,333



12,099     (1)
    
    The value realized on the vesting of stock awards is based on
    the closing price of our common stock on the vesting date
    multiplied by the number of shares acquired.  Potential
    Payments on Termination or Change in Control
    Separation
    Manuel D. Medina:
 37




---



##### Table of Contents



Jose A. Segrera:
  Jamie Dos Santos:
  Marvin Wheeler:
  Adam T. Smith:
 38




---



##### Table of Contents




    the assignment of the Named Executive Officer to duties
    inconsistent in any material respect with the Named Executive
    Officers position, or, in the case of Mr. Medina, the
    withdrawal of any authority granted to him under his employment
    agreement;
    any failure by us to compensate the Named Executive Officer as
    required under the employment agreement;
    our requirement that the Named Executive Officer be based at any
    office or location outside of Miami, Florida, except for travel
    reasonably required in the performance of the Named Executive
    Officers responsibilities; or
    the Named Executive Officer is requested by us to engage in
    conduct that is reasonably likely to result in a violation of
    law.    
    a conviction of the Executive, or a plea of nolo contendere, to
    a felony involving dishonesty or a breach of trust;
    willful misconduct or gross negligence by the Named Executive
    Officer resulting, in either case, in material economic harm to
    us;
    a willful continued failure by the Named Executive Officer to
    carry out the reasonable and lawful directions of the Board or,
    in the case of any Named Executive Officer other than
    Mr. Medina, the Chief Executive Officer of the Company;
    fraud, embezzlement, theft or dishonesty of a material nature by
    the Named Executive Officer against us, or a willful material
    violation by the Named Executive Officer of a policy or
    procedure of the Company, resulting, in any case, in material
    economic harm to us; or
    a willful material breach by the Named Executive Officer of the
    employment agreement.    Change in
    Control
    
    Cash severance pay equal to two times the sum of
    his/her
    annual base salary and incentive compensation as in effect
    immediately prior to the termination date and his target bonus
    for the bonus period in which termination occurs, except for
    Mr. Medina the multiple for whom equals three times such
    payments and Ms. Dos Santos who receives two times 140% of
    her base salary.
    The value of any annual fringe benefits.
    Vesting of all equity awards that had not previously vested. 39




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##### Table of Contents




    Approval by our stockholders of a reorganization, merger,
    consolidation or other form of corporate transaction or series
    of transactions involving the Company.
    During any two consecutive years, our incumbent directors cease
    to constitute the majority unless replacement directors were
    nominated by such incumbent directors.
    The acquisition by any person or group of more than 30% of
    either the then outstanding shares of our common stock or the
    combined voting power of our then outstanding voting securities
    entitled to vote generally in the election of directors.
    Approval by our stockholders of our complete liquidation or
    dissolution.    2005
    Executive Compensation Plan and 2000 Directors
    Plan
  
    Upon a change in control, all outstanding stock options and
    nonvested stock will become fully vested.  2000
    Stock Option Plan
  
    To the extent not previously exercised each option shall
    terminate immediately.
    The Committee in its sole discretion may cancel any option that
    remains unexercised on the effective date of the transaction.
    The Committee shall give written notice in order that optionees
    may have a reasonable period of time prior to the closing date
    of the change in control within which to exercise any
    exercisable options.  Regulation S-K,
  General
    Assumptions
  
    Change in control date was March 31, 2009.
    All executives were terminated on change in control date.  Equity-based
    Assumptions
  
    Stock options and nonvested stock vested on March 31, 2009.
    Stock options that become vested due to the change in control
    are valued at the difference between the actual exercise price
    and the fair market value of the underlying stock. The following
    inputs were used:  
    actual exercise price of each option; and
    closing price of stock on March 31, 2009 which was $2.69
    per share. 40




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##### Table of Contents



Change in
    Control Payment and Benefit
    Estimates as of March 31, 2009
  Accelerated Vesting ofEquity ValueSeverance

Stock

NonvestedNamed Executive Officer

Pay($)(1)(2)

Options($)(3)

Stock($)

Total($)Manuel D. Medina


2,975,000







289,175



3,264,175Jose A. Segrera


880,000







168,125



1,048,125Jamie Dos Santos


700,000







26,900



726,900Marvin Wheeler


880,000







168,125



1,048,125Adam T. Smith


800,000







143,468



943,468     (1)
    
    The annual base salaries and incentive compensation used in the
    computation were based on the Named Executive Officers
    employment agreement in effect at the date of the filing.(2)
    
    In calculating the incentive compensation in the year the change
    in control occurs for the severance pay amount, we assumed that
    we would pay the incentive compensation for a full year. The
    actual incentive compensation payout amount would be a pro-rated
    amount through the end of the termination date in the given
    fiscal year.(3)
    
    Our Named Executive Officers have stock options with exercise
    prices ranging from $3.30 to $31.88, which are greater than the
    fair market value of the common stock on the assumed change in
    control date. Therefore, the stock options are not in the
    money, and we would not have to make any additional
    payments nor would the Named Executive Officers receive any
    benefit.  Director
    Compensation
    Director
    Compensation for the Fiscal Year Ended
    March 31, 2009
  FeesEarned





Non-Equityor Paid

Stock

Option

Incentive Plan

All Otherin Cash

Awards($)

Awards($)

Compensation

CompensationName(a)

($)(b)

(c)(1)

(d)

($)(e)

($)(f)

Total($)Joseph R. Wright Jr.


9,000



58,755











100,000
(2)


167,755Guillermo Amore






58,755











240,000
(3)


298,755Timothy Elwes






58,755















58,755Antonio S. Fernandez


61,000



58,755















119,755Arthur L. Money






58,755











60,000
(4)


118,755Marvin S. Rosen






58,755















58,755Miguel J. Rosenfeld


59,000



58,755















117,755Rodolfo A. Ruiz


28,000



58,755















86,755     (1)
    
    Represents the compensation costs of nonvested stock for
    financial reporting purposes in accordance with FAS 123(R),
    rather than an amount paid to or realized by the Director.
    See Note 15. Share-Based Compensation to our
    consolidated financial statementsset forth in our
    Form 10-K
    for the year ended March 31, 2009 for the assumptions made
    in determining FAS 123(R) values. The FAS 123(R) value
    as of the grant date for nonvested stock is recognized ratably
    over the applicable vesting period. There can be no assurance
    that the FAS 123(R) amounts will ever be realized. 41




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##### Table of Contents



On May 16, 2008, the Committee approved the grant of
    7,500 shares of nonvested stock to each director which
    vested on May 16, 2009.As of March 31, 2009, the aggregate number of stock option
    awards outstanding was: Mr. Wright 
    41,500 shares; Mr. Amore 
    41,500 shares; Mr. Elwes 
    41,500 shares; Mr. Fernandez 
    31,500 shares; Mr. Money  31,500;
    Mr. Rosen  44,750 shares;
    Mr. Rosenfeld  41,550 shares; and
    Mr. Ruiz  31,500 shares.(2)
    
    On September 21, 2001, we entered into a consulting
    agreement with Mr. Wright. The agreement is for a term of
    one year after which it renews automatically for successive
    one-year periods. Either party may terminate the agreement by
    providing 90 days notice. The agreement provides for annual
    compensation of $100,000, payable monthly.(3)
    
    In November 2006, we entered into a consulting agreement with
    Mr. Amore. The agreement, effective October 2006, provides
    for annual compensation of $240,000, payable monthly. In
    conjunction with this agreement, our Board of Directors approved
    the issuance of 50,000 shares of nonvested stock with a
    vesting period of one year.(4)
    
    On June 13, 2006, we entered into an employment letter
    agreement with Mr. Money where he agreed to serve as our
    Director of Government, Military and Homeland Security Affairs.
    The employment letter expired by its terms on January 31,
    2007 but continues in effect unless terminated by us or him on
    48 hours written notice for terminations with cause or on
    90 days written notice for terminations without cause. The
    agreement provides for annual compensation of $60,000, payable
    monthly, and a grant of 15,000 shares of nonvested stock.
    The compensation cost of this award was recognized for the year
    ended March 31, 2006. Mr. Money is not considered an
    officer of Terremark, and the employment letter expressly
    provides that he is not granted the ability to bind us to any
    agreement with a third party or to incur any obligation or
    liability on our behalf.    Schedule
    of Director Fees
    March 31, 2009
  Compensation Item

Amount ($)Annual RetainersAudit Committee Chair


12,000Compensation Committee Chair


8,000Nominating and Corporate Governance Committee Chair


8,000Audit Committee Members


9,000Compensation Committee Members


6,000Nominating and Corporate Governance Committee Members


6,000Per meeting fees


1,000     Other.
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.   42




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##### Table of Contents



Amount and Nature ofName of Beneficial Owner

Beneficial Ownership

Percent of Class (%)Common Stock:Cyrte Investments GP I BV


10,074,845
(1)


15.4
%Sun Equity Assets Limited


5,402,234
(2)


8.3
%Ashford Capital Management, Inc.


4,495,954
(3)


6.9
%Manuel D. Medina


4,216,372
(4)


6.5
%VMware Bermuda Limited


4,000,000
(5)


6.1
%Joseph R. Wright, Jr.


371,568
(6)



*Guillermo Amore


357,788
(7)



*Timothy Elwes


316,500
(8)



*Jose A. Segrera


278,341
(9)



*Marvin Wheeler


277,960
(10)



*Miguel J. Rosenfeld


167,426
(11)



*Adam T. Smith


138,040
(12)



*Antonio S. Fernandez


132,657
(13)



*Jamie Dos Santos


112,500
(14)



*Arthur L. Money


84,000
(15)



*Marvin S. Rosen


81,750
(16)



*Rodolfo A. Ruiz


79,000
(15)



*Series I Preferred Stock:CRG, LLC


100
(17)


32.0
%L.S. Sarofim 2008 GRAT


66
(18)


21.1
%Guazapa Properties, Inc.


48
(19)


15.4
%Promosiones Bursatiles, S.A.


28
(20)


9.0
%Palmetto, S.A.


20
(21)


6.4
%     *
    
    Less than 1%.  (1)
    
    Based solely on information contained in Amendment No. 8 to
    Schedule 13D and Form 4 filed by the holder with the
    SEC on October 9, 2007 and February 20, 2009. Each of
    Stichting Administratiekantoor Talpa Beheer, Talpa Beheer BV,
    Talpa Capital Holding BV, Cyrte Investments BV, Cyrte
    Fund I CV and Johannes Hendrikus Hubert de Mol may be
    deemed to be beneficial owners, as well as share the power to
    vote and dispose, of the shares directly owned by Cyrte
    Investments GP by virtue of the fact that: Stichting owns all of
    the outstanding capital stock of Talpa; Mr. de Mol is the sole
    director (bestuurder) of Talpa, an entity which has a 55%
    ownership interest in Talpa Capital Holding and is a limited
    partner of Cyrte Fund; Talpa Capital Holding has a 75% ownership
    interest in Cyrte Investments; Cyrte Investments is the manager
    of the investment portfolio held by Cyrte Fund and owns all of
    the outstanding capital stock of Cyrte Investments GP; and Cyrte
    Investments GP is the general partner of Cyrte Fund. Each of
    Stichting, Talpa, Talpa Capital Holding, Cyrte Investments,
    Cyrte Fund and Mr. de Mol disclaims beneficial ownership of such
    shares for all 43




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##### Table of Contents



other purposes. The address of the beneficial owner is Flevolaan
    41A, 411 KC Naarden P.O. Box 5081 The Netherlands.(2)
    
    Based solely on information contained in Form 4 filed by
    Francis Lee, the controlling shareholder of Sun Equity Assets
    Limited, with the SEC on April 9, 2007. The address of the
    beneficial owner is P.O. Box N-65, Charlotte House,
    Nassau C5.(3)
    
    Based solely on information contained in Schedule 13G, as
    amended, filed with the SEC on February 17, 2009, Ashford
    Capital Management, Inc. is a registered investment advisor, and
    the reported shares of our common stock are held in separate
    individual client accounts, two separate limited partnerships
    and six commingled fund.(4)
    
    Includes 211,500 shares of our common stock issuable upon
    exercise of options and 75,000 shares of nonvested stock.
    Includes 225,523 shares of our common stock which are held
    of record by Communications Investors Group, an entity in which
    Mr. Medina is a partner and holds a 50% interest. Also
    includes 500,000 shares of our common stock which are held
    of record by MD Medina Investments, LLC, an entity in which
    Mr. Medina is a partner and holds a controlling interest.(5)
    
    VMware Bermuda Limiteds address is
    c/o VMware,
    Inc., 3401 Hillview Ave., Palo Alto CA 94304.(6)
    
    Includes 61,500 shares of our common stock issuable upon
    exercise of options. Does not include 10,000 shares held in
    trust for the benefit of Mr. Wrights grandchildren
    and 1,000 shares held by his sister with respect to which
    Mr. Wright disclaims beneficial ownership.(7)
    
    Includes 61,500 shares issuable upon exercise of options,
    17,500 shares owned by Mr. Amores sibling, over
    which Mr. Amore has investment control. Does not include
    (i) 159,393 shares and (ii) 26,667 shares
    which may be acquired upon the conversion of shares of
    series I preferred convertible stock, all of which are
    owned by Margui Family Partners, Ltd. with respect to
    Mr. Amore disclaims beneficial ownership except to the
    extent of his pecuniary interest therein.(8)
    
    Includes 61,500 shares of our common stock issuable upon
    exercise of options(9)
    
    Includes 150,000 shares of our common stock issuable upon
    exercise of options and 45,833 shares of nonvested stock.(10)
    
    Includes 140,500 shares of our common stock issuable upon
    exercise of options, 45,833 shares of nonvested stock and
    5,000 shares owned by Mr. Wheelers sister.
    Mr. Wheeler disclaims beneficial ownership of the shares
    held by his sister except to the extent of any pecuniary
    interest therein.(11)
    
    Includes 61,550 shares of common stock issuable upon
    exercise of options and 48,412 shares held indirectly by
    Mr. Rosenfeld. Does not include 68,244 shares held by
    Mr. Rosenfelds children, with respect to which
    Mr. Rosenfeld disclaims beneficial ownership.(12)
    
    Includes 58,000 shares of our common stock issuable upon
    exercise of options and 36,667 shares of nonvested stock.(13)
    
    Includes 51,500 shares of our common stock issuable upon
    exercise of options, 6,667 shares which may be acquired
    upon conversion of our series I preferred convertible stock and
    1,400 shares issuable upon exercise of warrants.(14)
    
    Includes 102,500 shares of our common stock issuable upon
    exercise of options and 6,666 shares of nonvested stock.(15)
    
    Includes 51,500 shares of our common stock issuable upon
    exercise of options.(16)
    
    Includes 64,250 shares of our common stock issuable upon
    exercise of options.(17)
    
    Represents 100 shares of series I convertible
    preferred stock which are convertible into, and have voting
    rights equivalent to 333,333 shares of our common stock.
    Christian Altaba is the natural person with voting and
    investment control over the shares.(18)
    
    Represents 66 shares of series I convertible preferred
    stock which are convertible into, and have voting rights
    equivalent to 220,000 shares of our common stock. Heinrich
    Adolf Hans Herweg is the natural person with voting and
    investment control over the shares. 44




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##### Table of Contents



(19)
    
    Represents 48 shares of series I convertible preferred
    stock which are convertible into, and have voting rights
    equivalent to 160,000 shares of our common stock. Heinrich
    Adolf Hans Herweg is the natural person with voting and
    investment control over the shares.(20)
    
    Represents 28 shares of series I convertible preferred
    stock which are convertible into, and have voting rights
    equivalent to 93,333 shares of our common stock. Roberto
    Solis Monsato is the natural person with voting and investment
    control over the shares.(21)
    
    Represents 20 shares of series I convertible preferred
    stock which are convertible into, and have voting rights
    equivalent to 66,667 shares of our common stock. Antonio De
    Roquerey is the natural person with voting and investment
    control over the shares.  Shareholders
    Agreement
  predecessor-in-interest predecessor-in-interest
  Equity
    Compensation Plan Information
    Number of

Weighted

Number ofSecurities to

Average

Securitiesbe Issued

Exercise

Available forUpon Exercise

Price of

Future Issuanceof Outstanding

Outstanding

Under EquityOptions,

Options, Nonvested

Compensation PlansNonvested Stock,

Stock,

(Excluding SecuritiesWarrants

Warrants and

Reflected inPlan Category

and Rights

Rights

Column (a))(a)

(b)

(c)Equity compensation plans approved by security holders(1)


5,729,845


$
7.02



2,791,367Equity compensation plans not approved by security holders





$




     (1)
    
    Includes options to purchase shares of our common stock and
    other rights under the following stockholder-approved plans: the
    1996 Plan, the 2000 Directors Plan, the 2000 Stock Option
    Plan and the 2005 Executive Compensation Plan.  ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Review
    and Approval of Related Person Transactions
   45




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##### Table of Contents




    any significant ownership interest in any supplier or customer;
    any consulting or employment relationship with any customer,
    supplier, or competitor;
    any outside business activity that detracts from an
    individuals ability to devote appropriate time and
    attention to his or her responsibilities to the Company;
    the receipt of non-nominal gifts or excessive entertainment from
    any organization with which the Company has current or
    prospective business dealings;
    being in the position of supervising, reviewing, or having any
    influence on the job evaluation, pay, or benefit of any family
    member; and
    selling anything to the Company or buying anything from the
    Company, except on the same terms and conditions as comparable
    directors, officers, or employees are permitted to so purchase
    or sell.  and/or
  Related
    Person Relationships and Transactions
         46




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##### Table of Contents



Director
    Independence
    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.    Audit
    Fees and Audit-Related Fees
    2009


2008Audit Fees

$
1.3


$
1.6Audit-Related Fees


0.4



0.1$
1.7


$
1.7   Forms 10-Q.
  Tax
    Fees
    All Other
    Fees
    Audit
    Committee Approval
   47




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##### Table of Contents



48




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##### Table of Contents



PART IV SIGNATURES  Form 10-K/A
  TERREMARK WORLDWIDE, INC.
  By:
    /s/  MANUEL
    D. MEDINA   Chairman of the Board, President and
 Chief Executive Officer
 (Principal Executive Officer)
    By:
    /s/  JOSE
    A. SEGRERA   Executive Vice President and
 Chief Financial Officer
 (Principal Financial and Accounting Officer)
   49