##### 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 1934
 For the fiscal year ended March 31, 2008
 o
    
    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(State or Other Jurisdiction of 
Incorporation or Organization)
    
    84-0873124(IRS Employer
Identification No.)
 2 South Biscayne Blvd. Suite 2900 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(Title of Class)
    
    NASDAQ Stock Market LLC(Name of Exchange on Which Registered)
 Securities registered pursuant to Section 12(g) of the Act:
NONE
 
 o þ
 o þ
 þ o
 o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
 The aggregate market value of the registrants common stock held by non-affiliates of the
registrant on September 30, 2007 was approximately $419,307,644, based on the closing market price
of the registrants common stock as reported on the Nasdaq Global Market. 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 June 30, 2008 was 59,237,270.




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.ITEM 11. EXECUTIVE COMPENSATION.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.ITEM 13. Certain Relationships and Related Transactions, and Director Independence.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.PART IVSIGNATURESEX-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 CFO    Table of Contents  EXPLANATORY NOTE
   2




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  Name
    
    Age
    
    Principal PositionManuel D. Medina
    
    
    55
    
    
    Chairman of the Board, President and Chief Executive OfficerJoseph R. Wright, Jr
    
    
    69
    
    
    Vice Chairman of the BoardGuillermo Amore
    
    
    69
    
    
    DirectorTimothy Elwes
    
    
    72
    
    
    DirectorAntonio S. Fernandez
    
    
    68
    
    
    DirectorArthur L. Money
    
    
    68
    
    
    DirectorMarvin S. Rosen
    
    
    66
    
    
    DirectorMiguel J. Rosenfeld
    
    
    58
    
    
    DirectorRodolfo A. Ruiz
    
    
    59
    
    
    DirectorJose A. Segrera
    
    
    37
    
    
    Chief Financial OfficerJamie Dos Santos
    
    
    46
    
    
    Chief Executive Officer Terremark Federal GroupMarvin Wheeler
    
    
    54
    
    
    Chief Operations OfficerAdam T. Smith
    
    
    36
    
    
    Chief Legal Officer
 Manuel D. Medina
 Joseph R. Wright, Jr.
 Guillermo Amore
 3




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Timothy Elwes
 Antonio S. Fernandez
 Arthur L. Money
 Marvin S. Rosen
 Miguel J. Rosenfeld
 Rodolfo A. Ruiz
 Jose A. Segrera
 4




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Jamie Dos Santos
 Marvin Wheeler
 Adam T. Smith
 CORPORATE GOVERNANCE
   5




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Code of Business Conduct and Ethics
 www.terremark.com
 Section 16(a) Beneficial Ownership Reporting Compliance
   Communications Between Stockholders and the Board
  BOARD OF DIRECTORS COMMITTEES
  Members of the Audit Committee
 
 Audit Committee
 www.terremark.com
 6




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Compensation Committee
  www.terremark.com
 Members of the Nominating and Corporate Governance Committee
 
 Nominating and Corporate Governance Committee
  www.terremark.com
    7




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1.
    
    whether the director has any material relationship with us, either directly, or as a
partner, shareholder or officer of an organization with which we have a relationship;2.
    
    whether the director is our current employee or was one of our employees within three
years preceding the date of determination;3.
    
    whether the director is, or in the three years preceding the date of determination has
been, affiliated with or employed by (i) a present internal or external auditor of ours or
any affiliate of such auditor or (ii) any former internal or external auditor of ours or any
affiliate of such auditor, which performed services for us within three years preceding the
date of determination;4.
    
    whether the director is, or in the three years preceding the date of determination has
been, part of an interlocking directorate, in which one of our executive officers serves on
the compensation committee of another company that concurrently employs the director as an
executive officer;5.
    
    whether the director receives any compensation from us, other than fees or compensation
for service as a member of the board of directors and any committee thereof, including
reimbursement for reasonable expenses incurred in connection with such service, and for
reasonable educational expenses associated with board of directors or committee membership
matters;6.
    
    whether an immediate family member of the director is one of our current executive
officers or was an executive officer within three years preceding the date of determination;7.
    
    whether an immediate family member of the director is, or in the three years preceding
the date of determination has been, affiliated with or employed in a professional capacity
by (i) a present internal or external auditor of ours or any of our affiliates, or (ii) any
of our former internal or external auditors or any affiliate of ours which performed
services for us within three years preceding the date of determination; and8.
    
    whether an immediate family member of the director is, or in the three years preceding
the date of determination has been, part of an interlocking directorate, in which one of our
executive officers serves on the compensation committee of another company that concurrently
employs the immediate family member of the member of the board of directors as an executive
officer.
   
 ITEM 11. EXECUTIVE COMPENSATION.
 Compensation Discussion and Analysis
  8




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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.
 Benchmarking
   Equinix, Inc.
    
    InterxionGlobal Switch
    
    Rackspace US, Inc.Level 3 Communications, Inc.
    
    SunGard Data Systems, Inc.Qwest Communications International, Inc.
    
    Switch & Data Facilities Company, Inc.
 New Employment Agreements
  9




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The Elements of Terremarks Compensation Program
 Base Salary
   
    
    evaluation of individual performance and expected future contributions;
    
    a 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
    
    a 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)
  10




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Actual Results vs Applicable Performance Target*0% (No
    
    
    
    
    
    
    
    
    
    100% plus percentage above 100% with aPerformance Measure
    
    Bonus)
    
    50% to 75%
    
    75% to 100%
    
    maximum of 25%Revenues
    
    Less than $175.0
    
    $
    175.0
    
    
    $
    185.0
    
    
    Greater than $190.0EBITDA, as adjusted
    
    Less than $36.0
    
    $
    36.0
    
    
    $
    38.0
    
    
    Greater than $43.0
 
 *
    
    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
    
    
    
    40.4
    %
    
    
    43.5
    %
    
    
    356,664Jose A. Segrera
    
    
    240,000
    
    
    
    40
    %
    
    
    96,000
    
    
    
    16.2
    %
    
    
    17.4
    %
    
    
    80,564Jamie Dos Santos
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Marvin Wheeler
    
    
    240,000
    
    
    
    40
    %
    
    
    96,000
    
    
    
    16.2
    %
    
    
    17.4
    %
    
    
    80,564Adam T. Smith
    
    
    225,000
    
    
    
    40
    %
    
    
    90,000
    
    
    
    16.2
    %
    
    
    17.4
    %
    
    
    75,528
  Equity Incentive Awards
     11




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No Backdating or Spring Loading:
 Stock Ownership Guidelines
  Benefits
   Perquisites
  Separation and Change in Control Arrangements
 Potential Payments on Termination
or Change in Control
 Separation Benefits.
  12




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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.
 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.
    
    The Company that made the original equity grant will no longer exist after a
change in control and employees should not be required to have the fate of their
outstanding equity tied to the new companys future success.
    
    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
   13




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Compensation Committee Report
  14




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Members of Compensation Committee
 
  Summary Compensation Table
for Fiscal Year End March 31, 2008
 Change inPensionValue andNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)(1)
    
    ($)
    
    ($)(2)
    
    ($)(3)
    
    ($)(4)
    
    ($)
    
    ($)(5)
    
    ($)Manuel D. Medina
    
    
    2008
    
    
    
    416,354
    
    
    
    
    
    
    
    90,915
    
    
    
    242,539
    
    
    
    356,664
    
    
    
    
    
    
    
    14,957
    
    
    
    1,121,429Chairman and Chief
Executive OfficerJose A. Segrera
    
    
    2008
    
    
    
    235,385
    
    
    
    
    
    
    
    45,423
    
    
    
    121,270
    
    
    
    80,564
    
    
    
    
    
    
    
    19,216
    
    
    
    501,858Executive Vice President
and Chief Financial OfficerJamie Dos Santos
    
    
    2008
    
    
    
    415,163
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,916
    
    
    
    444,079President, Terremark
Federal GroupMarvin Wheeler
    
    
    2008
    
    
    
    235,385
    
    
    
    
    
    
    
    69,625
    
    
    
    121,270
    
    
    
    80,564
    
    
    
    
    
    
    
    26,507
    
    
    
    533,351Chief Operations OfficerAdam T. Smith
    
    
    2008
    
    
    
    220,385
    
    
    
    
    
    
    
    18,567
    
    
    
    80,846
    
    
    
    75,529
    
    
    
    
    
    
    
    26,508
    
    
    
    421,835Chief Legal Officer
 
 (1)
    
    Amount for Ms. Dos Santos includes sales commissions of $165,163.(2)
    
    Represents the compensation costs of nonvested stock 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
17. Share-Based Compensation to the Companys consolidated financial
statementsset forth in the Companys Form 10-K for the year ended
March 31, 2008 (the 10-K) 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
17. Share-Based Compensation to the Companys consolidated financial
statementsset forth in the Companys Form 10-K for the year ended
March 31, 2008 (the 10-K) 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, 2008. The awards are payable in cash or nonvested stock at the
discretion of the Committee. On May 16, 2008, 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 Company match on employee contributions to our 401(k)
plan. 15




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All Other Compensation for Fiscal Year End March 31, 2008
 401(K) PlanCompanyNamed Executive Officer
    
    Insurance(1)($)
    
    Match ($)
    
    TOTAL($)Manuel D. Medina
    
    
    7,207
    
    
    
    7,750
    
    
    
    14,957Jose A. Segrera
    
    
    19,216
    
    
    
    
    
    
    
    19,216Jamie Dos Santos
    
    
    21,166
    
    
    
    7,750
    
    
    
    28,916Marvin Wheeler
    
    
    22,045
    
    
    
    4,462
    
    
    
    26,507Adam T. Smith
    
    
    18,758
    
    
    
    7,750
    
    
    
    26,508
 
 (1)
    
    Insurance amounts include payments for medical, dental, vision, life
and long-term disability.  Grants of Plan-Based Awards
for Fiscal Year End
March 31, 2008
 All Other
    
    
    All OtherEstimated
    
    
    Stock
    
    
    OptionFuture
    
    
    Awards:
    
    
    Awards:
    
    
    Exercise
    
    
    
    
    
    
    Grant DateEstimated Future Payouts Under Non-
    
    
    Payouts
    
    
    Number of
    
    
    Number of
    
    
    or Base
    
    
    
    
    
    
    Fair ValueEquity Incentive Plan Awards
    
    
    Under Equity
    
    
    Shares of
    
    
    Securities
    
    
    Price of
    
    
    Closing
    
    
    of Stock and(1)
    
    
    Incentive
    
    
    Stock or
    
    
    Underlying
    
    
    Option
    
    
    Price on
    
    
    OptionGrant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Plan Target
    
    
    Units (#)
    
    
    Options (#)
    
    
    Awards ($)
    
    
    Grant Date
    
    
    Awards ($)Name(a)
    
    Date(b)
    
    
    ($)(c)
    
    
    ($)(d)
    
    
    ($)(e)
    
    
    (#)(f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    ($)(j)
    
    
    (k)Manuel D. Medina
    
    
    
    
    
    
    340,000
    
    
    
    425,000
    
    
    
    510,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jose A. Segrera
    
    
    
    
    
    
    72,000
    
    
    
    96,000
    
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jamie Dos Santos
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Marvin Wheeler
    
    
    
    
    
    
    72,000
    
    
    
    96,000
    
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adam T. Smith
    
    
    
    
    
    
    67,500
    
    
    
    90,000
    
    
    
    112,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    These amounts relate to the incentive compensation awards for fiscal year 2008.
The awards are earned by the Company reaching certain performance targets which are based on revenues and EBITDA, as adjusted.
The awards are payable in cash or nonvested stock at the discretion of the Committee. On May 16, 2008, the Committee determined that the earned incentive compensation awards will be paid in stock. 16




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Outstanding Equity Awards
at Fiscal Year End
March 31, 2008
 Option Awards
    
    Stock AwardsEquityEquity
    
    Incentive PlanEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    Awards:Incentive Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Market orNumber of
    
    Number of
    
    Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Payout ofSecurities
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Market Value
    
    Unearned
    
    UnearnedUnderlying
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    of Shares or
    
    Shares, Units
    
    Shares, UnitsUnexercised
    
    Options
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units That
    
    Units of Stock
    
    or Other
    
    or OtherOptions (#)
    
    (#)
    
    Unexercised
    
    Option
    
    Option
    
    Have Not
    
    That Have Not
    
    Rights That
    
    Rights ThatExercisable
    
    Unexercisable
    
    Unearned
    
    Exercise Price
    
    Expiration
    
    Vested (#)(g)
    
    Vested ($)(h)
    
    Have Not
    
    Have NotName(a)
    
    (b)(1)
    
    (c)(2)
    
    Options(#)(d)
    
    ($)(e)(3)
    
    Date(f)
    
    (4)
    
    (5)
    
    Vested (#)(i)
    
    Vested ($)(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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    100,000
    
    
    
    
    
    
    
    5.57
    
    
    
    11/27/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    274,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    50,000
    
    
    
    
    
    
    
    5.57
    
    
    
    11/27/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    137,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    50,000
    
    
    
    
    
    
    
    5.57
    
    
    
    11/27/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    137,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adam T. Smith
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    7.80
    
    
    
    2/2/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    6.74
    
    
    
    7/14/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,665
    
    
    
    33,335
    
    
    
    
    
    
    
    5.57
    
    
    
    11/27/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,667
    
    
    
    36,535
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (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 in equal installments on November 27, 2008
and November 27, 2009.(3)
    
    Option exercise prices are based on the closing price of our common stock on the applicable grant date.(4)
    
    These nonvested stock grants vest in equal installments on November 27, 2008 and November 27, 2009.(5)
    
    The market value of these nonvested stock grants is calculated using the closing price of our common
stock on March 31, 2008, which was $5.48. 17




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##### Table of Contents



Option Exercises and Stock Vested in Fiscal Year End March 31, 2008
  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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    141,250Jose A. Segrera
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    70,625Jamie Dos Santos
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Marvin Wheeler
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    70,625Adam T. Smith
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,333
    
    
    
    
    
    
    
    18,831
 
 (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:
 Jose A. Segrera:
 18




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##### Table of Contents



Jamie Dos Santos:
  Marvin Wheeler:
  19




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##### Table of Contents



Adam T. Smith:
   
    
    The assignment to the Named Executive Officer of any 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 the Company to compensate the Named Executive Officer as required under
the employment agreement.
    
    The Companys requiring the Named Executive Officer to 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.
    
    The Named Executive Officer is requested by the Company 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 the Company.
    
    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 the Company, 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 the Company.
    
    A willful material breach by the Named Executive Officer of the employment agreement.
  20




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##### Table of Contents



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.
    
    Accrued base salary and incentive compensation through the date of termination.
    
    The bonus payable in the termination year.
  
    
    Approval by our stockholders of reorganization, merger, consolidation or other form of
corporate transaction or series of transactions.
    
    During any two consecutive years, Terremarks incumbent directors cease to constitute the
majority unless replacement directors were nominated by such incumbent directors.
    
    The acquisition of Terremark 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 a complete liquidation or dissolution of Terremark.
  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.
  21




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##### Table of Contents



Change in Control Payment and Benefit
Estimates as of March 31, 2008
 Accelerated Vesting ofEquity ValueSeverance
    
    Stock
    
    NonvestedNamed Executive Officer
    
    Pay($)(1)(2)
    
    Options($)(3)
    
    Stock($)
    
    Total($)Manuel D. Medina
    
    
    2,975,000
    
    
    
    
    
    
    
    274,000
    
    
    
    3,249,000Jose A. Segrera
    
    
    880,000
    
    
    
    
    
    
    
    137,000
    
    
    
    1,017,000Jamie Dos Santos
    
    
    700,000
    
    
    
    
    
    
    
    
    
    
    
    700,000Marvin Wheeler
    
    
    880,000
    
    
    
    
    
    
    
    137,000
    
    
    
    1,017,000Adam T. Smith
    
    
    800,000
    
    
    
    
    
    
    
    36,535
    
    
    
    836,535
 General Assumptions
 
    
    Change in control date was March 31, 2008
    
    All executives were terminated on change in control date
 Equity-based Assumptions
 
    
    Stock options and nonvested stock vested on March 31, 2008
    
    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
    
    closing price of stock on March 31, 2008 which was $5.48 per share
 (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)
    
    For all Named Executives Officers, except for Ms. Dos Santos who has stock options that are
all exercisable, their stock options have an exercise price of $5.57, which is 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.
 Director Compensation
  22




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##### Table of Contents



Director Compensation for Fiscal Year End
March 31, 2008
 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.
    
    
    
    
    
    
    34,962
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (2)
    
    
    134,962Guillermo Amore
    
    
    
    
    
    
    34,962
    
    
    
    
    
    
    
    
    
    
    
    240,000
    (3)
    
    
    274,962Timothy Elwes
    
    
    
    
    
    
    34,962
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,962Antonio S. Fernandez
    
    
    27,000
    
    
    
    34,962
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,962Arthur L. Money
    
    
    
    
    
    
    34,962
    
    
    
    
    
    
    
    
    
    
    
    60,000
    (4)
    
    
    94,962Marvin S. Rosen
    
    
    
    
    
    
    34,962
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,962Miguel J. Rosenfeld
    
    
    26,000
    
    
    
    34,962
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,962Rodolfo A. Ruiz
    
    
    24,000
    
    
    
    34,962
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,962
 
 (1)
    
    Represents the compensation costs of nonvested stock for financial
reporting purposes for fiscal year 2008 under FAS 123(R), rather than an
amount paid to or realized by the Director. See Note 17. Share-Based
Compensation to the Companys consolidated financial statementsset
forth in the Companys Form 10-K for the year ended March 31, 2008 (the
10-K) 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.On October 19, 2007, the Committee approved the grant of 5,000 shares of
nonvested stock to each director which vest on October 19, 2008.As of March 31, 2008, the aggregate number of stock option awards
outstanding was: Mr. Amore  41,500 shares; Mr. Elwes  41,500 shares;
Mr. Fernandez  31,500 shares; Mr. Money  31,500; Mr. Rosen  46,000
shares; Mr. Rosenfeld  41,500 shares; Mr. Ruiz  31,500 shares; and
Mr. Wright  61,500 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 in 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.Directors are compensated for their service as a director as shown below: 23




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##### Table of Contents



Schedule of Director Fees
March 31, 2008
 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.
   Amount and Nature ofName of Beneficial Owner
    
    Beneficial Ownership
    
    Percent of Class (%)Common Stock:Cyrte Investments GP I BV
    
    
    9,371,178
    (1)
    
    
    15.8
    %Sun Equity Assets
    
    
    5,402,234
    (2)
    
    
    9.1
    %Manuel D. Medina
    
    
    3,992,579
    (3)
    
    
    6.7
    %Ashford Capital Management, Inc.
    
    
    3,665,754
    (4)
    
    
    6.2
    %Joseph R. Wright, Jr.
    
    
    362,826
    (5)
    
    
    *Guillermo Amore
    
    
    330,881
    (6)
    
    
    *Miguel J. Rosenfeld
    
    
    309,876
    (7)
    
    
    *Timothy Elwes
    
    
    284,000
    (8)
    
    
    *Jose A. Segrera
    
    
    192,830
    (9)
    
    
    *Marvin Wheeler
    
    
    196,830
    (10)
    
    
    *Jamie Dos Santos
    
    
    102,500
    (11)
    
    
    *Antonio S. Fernandez
    
    
    95,158
    (12)
    
    
    *Adam T. Smith
    
    
    85,009
    (13)
    
    
    *Arthur L. Money
    
    
    51,500
    (14)
    
    
    *Marvin S. Rosen
    
    
    50,000
    (15)
    
    
    *Rodolfo A. Ruiz
    
    
    46,500
    (15)
    
    
    *Series I Preferred Stock:CRG, LLC
    
    
    100
    (16)
    
    
    32.0
    %Guazapa Properties, Inc.
    
    
    48
    (17)
    
    
    15.4
    %GRAT
    
    
    45
    (18)
    
    
    14.4
    %Louisa Stude Sarofim
    
    
    35
    (19)
    
    
    11.2
    %Promosiones Bursatiles, S.A.
    
    
    28
    (20)
    
    
    9.0
    %Palmetto, S.A.
    
    
    20
    (21)
    
    
    6.4
    %
 24




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##### Table of Contents



*
    
    Represents less than 1%.(1)
    
    Based on Amendment No. 8 to Schedule 13D filed by the holder with the Securities and Exchange Commission on
October 9, 2007. 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 other purposes. The address of the beneficial owner is Flevolaan 41A, 411 KC Naarden P.O. Box 5081 The
Netherlands.(2)
    
    The address of the beneficial owner is Georgetown, Tortola B.V.I. Francis Lee is the natural person deemed to be
the beneficial owner of the shares held by Sun Equity Assets Limited. See Shareholders Agreement below.(3)
    
    Includes 191,500 shares of our common stock issuable upon exercise of options and 50,000 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.(4)
    
    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 nine commingled funds.(5)
    
    Includes 61,500 shares of our common stock issuable upon exercise of options and 5,000 shares of nonvested stock.
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 ownership.(6)
    
    Includes 41,500 shares issuable upon exercise of options, 5,000 shares of nonvested stock, 17,500 shares owned by
Mr. Amores sibling, over which Mr. Amore has investment control. Does not include (i) 159,393 shares, (ii) 26,667
shares which may be acquired upon the conversion of shares of series I preferred convertible stock and (iii) 5,600
shares issuable upon exercise of warrants, 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.(7)
    
    Includes 41,500 shares of common stock issuable upon exercise of options, 5,000 shares of nonvested stock and
123,412 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.(8)
    
    Includes 41,500 shares of our common stock issuable upon exercise of options and 5,000 shares of nonvested stock.(9)
    
    Includes 150,000 shares of our common stock issuable upon exercise of options and 25,000 shares of nonvested stock.(10)
    
    Includes 140,500 shares of our common stock issuable upon exercise of options, 25,000 shares of nonvested stock
and 5,000 shares owned by Mr. Wheelers sister.(11)
    
    Includes shares of our common stock issuable upon exercise of options.(12)
    
    Includes 31,500 shares of our common stock issuable upon exercise of options, 5,000 shares of nonvested stock,
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.(13)
    
    Includes 58,000 shares of our common stock issuable upon exercise of options and 6,667 shares of nonvested stock.(14)
    
    Includes 31,500 shares of our common stock issuable upon exercise of options and 5,000 shares of nonvested stock.(15)
    
    Includes shares of our common stock issuable upon exercise of options and nonvested stock.(16)
    
    Represents 100 shares of series I convertible preferred stock which are convertible into, and have voting rights
equivalent to 25




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333,333 shares of our common stock. Christian Altaba is the natural person with voting and
investment control over the shares.(17)
    
    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.(18)
    
    Represents 45 shares of series I convertible preferred stock which are convertible into, and have voting rights
equivalent to 150,000 shares of our common stock.(19)
    
    Represents 35 shares of series I convertible preferred stock which are convertible into, and have voting rights
equivalent to 116,667 shares of our common stock.(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
  Equity Compensation Plan Information
  Number of SecuritiesNumber of Securities to
    
    Weighted Average
    
    Available for Futurebe Issued Upon Exercise
    
    Exercise Price of
    
    Issuance Under Equityof Outstanding Options,
    
    Outstanding
    
    Compensation PlansNonvested Stock,
    
    Options, Nonvested
    
    (excluding securitiesPlan Category
    
    Warrants and Rights
    
    Stock, Warrants and Rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation plans approved by security holders(1)
    
    
    5,643,570
    
    
    $
    8.64
    
    
    
    2,342,778Equity 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
  26




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
    
    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.
  Related Person Relationships and Transactions
      27




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Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  Audit Fees and Audit-Related Fees
  2008
    
    
    2007Audit Fees
    
    $
    1.6
    
    
    $
    1.2Audit-Related Fees
    
    
    0.1
    
    
    
    0.3$
    1.7
    
    
    $
    1.5
  Tax Fees and All Other Fees
  Audit Committee Approval
  28




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PART IV
 
 SIGNATURES
  TERREMARK WORLDWIDE, INC.By:
    /s/ MANUEL D. MEDINAManuel D. MedinaChairman of the Board, President and
Chief Executive Officer(Principal Executive Officer)  By:
    /s/  JOSE A. SEGRERAJose A. SegreraExecutive Vice President and
Chief Financial Officer(Principal Financial and Accounting Officer)  29