**Exhibit 10.34**
**EMPLOYMENT AGREEMENT**
      This Employment Agreement (“Agreement”) is made and entered into on this 18th dayof April, 2005, effective as of the date set forth in paragraph 2.1 below, and is by and betweenTerremark Worldwide, Inc., a Delaware corporation (the “Company”), and John Neville (hereinaftercalled the “Executive”).
**RECITALS**
      A. The Executive possesses knowledge and skills which the Company believes will be ofsubstantial benefit to its operations and success, and the Company desires to employ the Executiveon the terms and conditions set forth below, on its behalf or on behalf of one or more of itssubsidiaries or affiliates.
      B. The Executive is willing to make his services available to the Company and its subsidiariesand affiliates on the terms and conditions set forth below.
AGREEMENT
      NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, theparties agree as follows:
      1. Employment.
            1.1Employment and Term. The Company hereby agrees to employ the Executive, and the Executivehereby agrees to serve the Company, on the terms and conditions set forth herein.
            1.2 Duties of Executive. During the Term of Employment under this Agreement, the Executiveshall serve as the Senior Vice President of Commercial Sales for the Company, shall diligentlyperform all services as may be assigned to him by the Company (provided that, such services shallnot materially differ from the services currently provided by the Executive), and shall exercisesuch power and authority as may from time to time be delegated to himby the Company. TheExecutive shall devote his full time and attention to the business and affairs of the Company,render such services to the best of his ability, and use his best efforts to promote the interestsof the Company. It shall not be a violation of this Agreement for the Executive to (i) serve oncorporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speakingengagements or teach at educational institutions, or (iii) manage personal investments, so long assuch activities do not significantly interfere with the performance of the Executive’sresponsibilities to the Company in accordance with this Agreement.
      2. Term.
            2.1Commencement of Employment. The employment of the Executive under this Agreementshall commence on **April 18, 2005**(the “Commencement Date”).
            2.2Termination of Employment. The period during which the Executive shall be employed bythe Company pursuant to the terms of this Agreement is sometimes referred to in this Agreementas the
 

 

“Termof Employment”. The Executive’s employment hereunder, and the Term of Employment, shallcontinue until terminated upon notice by either the Company or the Executive in accordance withSection 5, below.
      3. Compensation.
            3.1Base Salary. The Executive shall receive a base salary at the annualrate of **$200,000** (the“Base Salary”) during the Term of Employment, which such Base Salary shall be payable ininstallmentsconsistent with the Company’s normal payroll schedule, subject to applicable withholding andother taxes.The Base Salary shall be reviewed, at least annually, for merit increases and may, by actionand in the solediscretion of the Board, be increased at any time or from time to time.
            3.2 Bonuses. During the Term of Employment, the Executive shall be eligible to receive bonusesin such amounts and at such times as the Board shall determine in itssole discretion.
            3.3 Override. In addition to the Base Salary as additional compensation, Employee shallreceive1/2 % of the gross revenue generated from the first year value of all sales of Companyservices or other andexecuted by the Company during the Term of Employment that are generated by Executive orExecutive’ssales staff, the members of which are to be identified from time to time in Schedule A heretoand made apart hereof (the “Override”). The Company shall have no obligation to accept any sales ordersor contractsor execute any sales orders or contracts whatsoever, all of which shall be in its soleabsolute discretion.
      4. Expense Reimbursement and Other Benefits.
            4.1Reimbursement of Expenses. Upon the submission of proper substantiation by the Executive,and subject to such rules and guidelines as the Company may from time to time adopt, theCompany shallreimburse the Executive for all reasonable expenses actually paid or incurred by the Executiveduring theTerm of Employment in the course of and pursuant to the business of the Company. TheExecutive shallaccount to the Company in writing for all expenses for which reimbursement is sought and shallsupply tothe Company copies of all relevant invoices, receipts or other evidence reasonably requestedby theCompany.
            4.2 Compensation/Benefit Programs. During the term of Employment, the Executive shall beentitled to participate in all medical, dental, hospitalization, accidental death anddismemberment, disability,travel and life insurance plans, and any and all other plans as are presently and hereinafteroffered by theCompany to its executives, including savings, pension, profit-sharing and deferredcompensation plans,subject to the general eligibility and participation provisions set forth in such plans.
            4.3 Working Facilities. During the Term of Employment, the Company shall furnish theExecutive with an office, administrative assistance and such other facilities and servicessuitable to hisposition and adequate for the performance of his duties hereunder.
            4.4Stock Options. Effective on the Commencement Date, the Executive shall be granted options(the “Initial Stock Options”) under (and subject to all terms and conditions of) the Company’s2000 Stock Option Plan, as amended, to purchase 250,000 shares of the Company’s common stock (the“Common Stock”) at an exercise price equal to the Fair Market Value (as defined in the Company’s2000 Stock Option Plan) of the Common Stock on the date of grant, vesting over a period of threeyears in annual installments of 33-1/3% per year commencing on the Commencement Date,1/3 vesting at the end of each of the first, second and third yearsafter the Commencement Date.In addition, during the Term of Employment, the Executive shall be eligible to be grantedadditional options (the “Additional Stock Options” and, together with the Initial Stock Options,the “Stock Options”) to purchase Common Stock under (and therefore subject
 

 

to all terms and conditions of) the Company’s 2000 Stock Option Plan, as amended, and anysuccessor plan thereto (the “Stock Option Plan”) and all rules of regulation of the Securities andExchange Commission applicable to stock option plans then in effect. The number of Additional StockOptions and terms and conditions of the Additional Stock Options shall be determined by theCommittee appointed pursuant to the Stock Option Plan, or by the Board of Directors of theCompany, in its sole discretion and pursuant to the Stock Option Plan.
            4.5 Other Benefits. The Executive shall be entitled to three weeks of vacation each calendaryear during the Term of Employment, (subject to the general eligibility provisions set forth inCompany’s personnel policy), to be taken at such times as the Executive and the Company shallmutually determine and provided that no vacation time shall interfere with the duties required tobe rendered by the Executive hereunder. Any vacation time not taken by Executive during anycalendar year may not be carried forward into any succeeding calendar year, except in accordancewith general Company policy in effect from time to time. The Executive shall receive suchadditional benefits, if any, as the Board of the Company shall from time to time determine.
      5. Termination.
            5.1Termination for Cause. The Company shall at all times have the right, upon written noticeto the Executive, to terminate the Term of Employment, for Cause. For purposes of this Agreement,the term“Cause” shall mean (i) an action or omission of the Executive which constitutes a willful andmaterialbreach of, or failure or refusal (other than by reason of his disability) to perform hisduties under, thisAgreement which is not cured within fifteen (15) days after receipt by the Executive ofwritten notice ofsame, (ii) fraud, embezzlement, misappropriation of funds or breach of trust in connectionwith his serviceshereunder, (iii) conviction of a felony or any other crime which involves dishonesty or abreach of trust, (iv)gross negligence in connection with the performance of the Executive’s duties hereunder, whichis not curedwithin fifteen (15) days after receipt by the Executive ofwritten notice of same, (v)insubordination or otherrefusal to adhere to Company policy or the instructions of a superior, or (vi) negligence bycommission oromission that results in injury or damage to the Company.
Any termination for Cause shall be made in writing to the Executive, which notice shall set forthin detail all acts or omissions upon which the Company is relying forsuch termination. TheExecutive shall have the right to address the Company’s Board of Directors regarding the acts setforth in the notice of termination. Upon any termination pursuant to this Section 5.1, the Companyshall only be obligated to pay to the Executive his Base Salary tothe date of termination. TheCompany shall have no further liability hereunder (other than for reimbursement for reasonablebusiness expenses incurred prior to the date of termination, subject, however, to the provisionsof Section 4.1).
            5.2Disability. The Company shall at all times have the right, upon written notice to theExecutive, to terminate the Term of Employment, if the Executive shall become entitled tobenefits underthe Company’s group disability policy or any individual disability policy then in effect, or,if the Executiveshall as the result of mental or physical incapacity, illness or disability, become unable toperform hisobligations hereunder for a period of 90 days in any 12-month period. The Company shall havesolediscretion based upon competent medical advice to determine whether the Executive continues tobedisabled. Upon any termination pursuant to this Section 5.2, the Company shall (i) pay to theExecutive anyunpaid Base Salary through the effective date of termination specified in such notice, (ii)pay to theExecutive a severance payment equal to one month of the Executive’s Base Salary at the time ofthetermination of the Executive’s employment with the Company. The Company shall have no furtherliabilityhereunder (other than for reimbursement for reasonable businessexpenses incurred prior to thedate oftermination, subject, however to the provisions of Section 4.1).
 

 

            5.3Death. Upon the death of the Executive during the Term of Employment, the Company shallpay to the estate of the deceased Executive any unpaid Base Salary through the Executive’sdate of death. The Company shall have no further liability hereunder (other than for reimbursement forreasonablebusiness expenses incurred prior to the date of the Executive’s death, subject, however to theprovisions ofSection 4.1).
            5.4Termination Without Cause. At any time the Company shall have the right to terminate theTerm of Employment by written notice to the Executive. Upon any termination pursuant to thisSection 5.4(that is not a termination under any of Sections 5.1, 5.2, 5.3,5.5 or 5.6), theCompany shall (i) pay to theExecutive any unpaid Base Salary and Override through the effective date of terminationspecified in suchnotice, (ii) continue to provide the Executive with Base Salary and the benefits he/shewas receivingunder Sections 4.2 and 4.4 hereof (the “Benefits”) for three (3) months from the effectivedate oftermination hereunder (the “Continuation Period”) in the manner and at such times as the BaseSalary andBenefits otherwise would have been payable or provided to theExecutive. In the event that theCompany isunable to provide the Executive with any Benefits required hereunder by reason of thetermination of theExecutive’s employment pursuant to this Section 5.4, then the Company shall pay the Executivecash equalto the value of the Benefit that otherwise would have accrued for the Executive’s benefitunder the plan, forthe period during which such Benefits could not be provided under the plans. The Company’sgood faithdetermination of the amount that would have been contributed or the value of any Benefits thatwould haveaccrued under any plan shall be binding and conclusive on theExecutive. For this purpose, theCompanymay use as the value of any Benefit the cost to the Company of providing that Benefit to theExecutive.Further, the vesting of the Executive’s Stock Options, if any, shall be subject to the termsof the StockOption Plan. The Company shall have no further liability hereunder (other than for (x)reimbursement forreasonable business expenses incurred prior to the date of termination, subject, however, tothe provisions ofSection 4.1, and (y) payment of compensation for unused vacation days accumulated inaccordance with the Company’s then general policy).
            5.5Termination by Executive.
                  (a) The Executive shall at all times have the right, upon sixty (60) days written notice totheCompany, to terminate the Term of Employment.
                  (b) Upontermination of the Term of Employment pursuant to this Section 5.5 (that is not atermination under Section 5.6) by the Executive without Good Reason, the Company shall pay totheExecutive any unpaid Base Salary through the effective date of termination specified in suchnotice. TheCompany shall have no further liability hereunder (other than for reimbursement for reasonablebusinessexpenses incurred prior to the date of termination, subject, however, to the provisions ofSection 4.1). At theCompany’s sole option, upon receipt of notice from the Executive pursuant to this Section, theCompanymay immediately terminate the Term of Employment, in which case, in addition to the covenantsset forthabove, the Company shall pay the Executive 60 days of BaseSalary.
                  (c) Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not atermination under Section 5.6) by the Executive for Good Reason, the Company shall pay to theExecutivethe same amounts that would have been payable by the Company to the Executive under Section5.4 of thisAgreement if the Term of Employment had been terminated by the Company without Cause. TheCompanyshall have no further liability hereunder.
                  (d) For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to theExecutive of any duties or responsibilities inconsistent in any respect with theExecutive’s position or asimilar position in the Company or one of its subsidiaries, as contemplated by Section 1.2 ofthisAgreement, or any other action by the Company which results in a substantial and compellingdiminution in
 

 

such position, authority, duties or responsibilities, excluding for this purpose an isolated,insubstantial and inadvertent action not taken in bad faith and which is remedied by the Companypromptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company tocomply with any of the provisions of Article 3 of this Agreement, other than an isolated,insubstantial and inadvertent failure not occurring in bad faith and which is remedied by theCompany promptly after receipt of notice thereof given by the Executive; (iii) the Company’srequiring the Executive to be based at any office or location outside of the area for whichExecutive was originally hired to work except for travel reasonably required in the performance ofthe Executive’s responsibilities. For purposes of this Section 5.5(d), any good faith determinationof “Good Reason” made by the Board shall be conclusive.
            5.6 Change in Control of the Company.
                  (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this Section5.6)in the Company shall occur during the Term of Employment, and (ii) within one year after thedate of theChange in Control, either (x) the Term of Employment is terminated by the Company withoutCause,pursuant to Section 5.4 hereof or (y) the Executive terminates the Term of Employment for GoodReason,the Company shall (1) pay to the Executive any unpaid Base Salary and unpaid Override throughtheeffective date of termination, (2) pay to the Executive as a single lump sum payment, within30 days of thetermination of his employment hereunder, a lump sum payment equal to the sum of (x) two timesthe sum ofExecutive’s annual Base Salary and the value of the annual fringe benefits (based upon theircost to theCompany) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for theyearimmediately preceding the year in which his employment terminates, plus (y) the value of theportion of hisbenefits under any savings, pension, profit sharing or deferred compensation plans that areforfeited underthose plans by reason of the termination of his employment hereunder. The Company shall haveno furtherliability hereunder (other than for (1) reimbursement for reasonable business expensesincurred prior to thedate of termination, subject, however, to the provisions of Section 4.1, and (2) payment ofcompensation forunused vacation days that have accumulated during the calendar year in which such terminationoccurs).
                  (b) For purposes of this Agreement, the term “Change in Control” shall mean:
                        (i) Approval by the shareholders of the Company of (x) a reorganization, merger,consolidation or other form of corporate transaction or series of transactions, ineach case, with respect to which persons who were the shareholders of the Company immediatelyprior to such reorganization, merger or consolidation or other transaction do not, immediatelythereafter, own more than 50% of the combined voting power entitled to vote generally in theelection of directors of the reorganized, merged or consolidation company’s then outstandingvoting securities, in substantially the same proportions as their ownership immediately prior tosuch reorganization, merger, consolidation or other transaction, or (y) a liquidation ordissolution of the Company or (z) the sale of all or substantially all of the assets of theCompany (unless such reorganization, merger, consolidation or other corporate transaction,liquidation, dissolution or sale is subsequently abandoned);
                        (ii) the acquisition (other than the Company) by any person or “group”, within the meaning ofSection 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of more than 50% of either the thenoutstanding shares of the Company’s Common Stock or the combined voting power of the Company’sthen outstanding voting securities entitled to vote generally in the election of directors(hereinafter referred to as the ownership of a “Controlling Interest”) excluding, for thispurpose, any acquisitions by (1) the Company or its Subsidiaries, (2) any person,entity or “group” that as of the Commencement Date of this Agreement owns beneficial ownership(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a ControllingInterest or (3) any employee benefit plan of the Company or its Subsidiaries.
 

 

            5.7Resignation. Upon any notice or termination of employment pursuant tothis Article 5, theExecutive shall automatically and without further action be deemed to have resigned as an officer,and if he or she was then serving as a director of the Company, as a director, and if required bythe Board, the Executive hereby agrees to immediately execute a resignation letter to the Board.
            5.8 Survival. The provisions of this Article 5 shall survive the termination of thisAgreement, as applicable.
      6. RestrictiveCovenants.
            6.1Non-competition. At all times while the Executive is employed by the Company and for aone year period after the termination of the Executive’s employment with the Company for anyreason (other than by the Company without Cause (as defined in Section 5.1 hereof) or by theExecutive for Good Reason (as defined in Section 5.5(d) hereof)), the Executive shall not,directly or indirectly, engage in or have any interest in any sole proprietorship, partnership,corporation or business or any other person or entity (whether as an employee, officer, director,partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly(or through any affiliated entity) engages in competition with the Company (based on the businessin which the Company was engaged or was actively planning on being engaged as of the date oftermination of the Employee’s employment and in the geographic areas in which the Companyoperated or was actively planning on operating as of date of termination of the Employee’semployment); provided that such provision shall not apply to the executive’s ownership of: CommonStock of the Company or the acquisition by the Executive, solely as an investment, of securitiesof any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of1934, as amended, and that are listed or admitted for trading on any United States nationalsecurities exchange or that are quoted on the National Association of Securities DealersAutomated Quotations System, or any similar system or automated dissemination of quotations ofsecurities prices in common use, so long as the Executive does not control, acquire a controllinginterest in or become a member of a group which exercises direct or indirect control or, morethan five percent of any class of capital stock of such corporation.
            6.2Nondisclosure. The Executive shall not at any time divulge, communicate, use to thedetriment of the Company or for the benefit of any other person or persons, or misuse in anyway, anyConfidential Information (as hereinafter defined) pertaining to thebusiness of the Company.AnyConfidential Information or data now or hereafter acquired by the Executive with respect tothe business ofthe Company (which shall include, but not be limited to, information concerning the Company’sfinancialcondition, prospects, technology, customers, suppliers, sources of leads and methods of doingbusiness)shall be deemed a valuable, special and unique asset of the Company that is received by theExecutive inconfidence and as a fiduciary, and Executive shall remain a fiduciary to the Company withrespect to all ofsuch information. For purposes of this Agreement, “Confidential Information” means informationdisclosedto the Executive or known by the Executive as a consequence of or through his employment bytheCompany (including information conceived, originated, discovered or developed by theExecutive) prior toor after the date hereof, and not generally known, about the Companyor its business. ConfidentialInformation shall include but not be limited to proprietary purchasing and sales methods andtechniques,pricing methods and strategies, databases, software design and/or improvements, marketfeasibility studies,proposed or existing marketing techniques or plans, project files, future Company businessplans, designsystems, current or potential alliances, vendor relationships, products or services.Notwithstanding theforegoing, nothing herein shall be deemed to restrict the Executive from disclosingConfidential Informationto the extent required by law.
            6.3 Nonsolicitation of Employees and Clients. At all times while the Executive is employed bythe Company and for a two (2) year period after the termination of the Executive’s employmentwith the
 

 

Company for any reason, the Executive shall not, directly or indirectly, for himself or for anyother person, firm, corporation, partnership, association or other entity (a) employ or attempt toemploy or enter into any contractual arrangement with any employee or former employee of theCompany, unless such employee or former employee has not been employed by the Company for a periodin excess of six months, and/or (b) call on or solicit any of the actual or targeted prospectiveclients of the Company on his or her own behalf or on behalf of any person or entity in connectionwith any business competitive with the business of the Company, nor shall the Executive make knownthe names and addresses of such clients or any information relating in any manner to the Company’strade or business relationships with such customers, other than in connection with the performanceof Executive’s duties under this Agreement.
            6.4 Ownership of Developments. All copyrights, patents, trade secrets, or otherintellectualproperty rights associated with any ideas, concepts, techniques, inventions, processes, orworks ofauthorship developed or created by Executive during the course of performing work for theCompany or itsclients (collectively, the “Work Product”) shall belong exclusively to the Company and shall,to the extentpossible, be considered a work made by the Executive for hire for the Company within themeaning of Title17 of the United States Code. To the extent the Work Product may not be considered work madeby theExecutive for hire for the Company, the Executive agrees to assign, and automatically assignat the time ofcreation of the Work Product, without any requirement of further consideration, any right,title, or interestthe Executive may have in such Work Product. Upon the request of the Company, the Executiveshallfurther actions, including execution and delivery of instruments of conveyance, as may beappropriate togive full proper effect to such assignment.
            6.5 Books and Records. All books, records, disks, files, forms, documents, and accountsrelatingin any manner to the customers or clients of the Company, whether prepared by the Executive orotherwisecoming into the Executive’s possession, shall be exclusive property of the Company and shallbe returnedimmediately to the Company on termination of the Executive’s employment hereunder or on theCompany’srequest at any time.
            6.6 Definition of Company. Solely for purposes of this Article 6, the term “Company” alsoshall include any existing or future subsidiaries of the Company that are operating during thetime periods described herein and any other entities that directly or indirectly, through one ormore intermediaries, control, are controlled by or are under common control with the Companyduring the periods described herein.
            6.7Acknowledgment by Executive. The Executive acknowledges and confirms that (a) therestrictive covenants contained in this Article 6 are reasonably necessary to protect thelegitimate business interest of the Company, and (b) the restrictions contained in this Article 6(including without limitation the length of the term of the provisions of this Article 6) are notoverbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of anykind. The Executive further acknowledges and confirms that this full, uninhibited and faithfulobservance of each of the covenants contained in this Article 6 will not cause him any unduehardship, financial or otherwise, and that enforcement of each of the covenants contained hereinwill not impair his ability to obtain employment commensurate with his abilities and on termsfully acceptable to him or otherwise to obtain income required for the comfortable support of himand his family and the satisfaction of the needs of his creditors. The Executive acknowledges andconfirms that his special knowledge of the business of the Company is such as would cause theCompany serious injury or loss if he were to use such ability and knowledge to the benefit of acompetitor or were to compete with the Company in violation of the terms of this Article 6. TheExecutive further acknowledges that the restrictions contained in this Article 6 are intended tobe, and shall be, for the benefit of and shall be enforceable by, the Company’s successors andassigns.
 

 

            6.8 Reformation by Court. In the event that a court of competent jurisdiction shall determinethat any provision of this Article 6 is invalid or more restrictive than permitted under thegoverning law of such jurisdiction, then only as to enforcement of this Article 6 within thejurisdiction of such court, such provision shall be interpreted and enforced as if it provided forthe maximum restriction permitted under such governing law.
            6.9 Extension of Time. If the Executive shall be in violation of any provision of thisArticle 6, then each time limitation set forth in this Article 6 shall be extended for a period oftime equal to the period of time during which such violation orviolations occur. If the Companyseeks injunctive relief from such violation in any court, then the covenants set forth in thisArticle 6 shall be extended for a period of time equal to the pendency of such proceedingincluding all appeals by the Executive.
            6.10Survival. The provisions of this Article 6 shall survive the termination of thisAgreement, as applicable.
      7. Injunction. It is recognized and hereby acknowledged by the parties hereto that a breach bytheExecutive of any of the covenants contained in Article 6 of this Agreement will causeirreparable harm anddamage to the Company, the monetary amount of which may be virtuallyimpossible to ascertain.As aresult, the Executive recognizes and hereby acknowledges that the Company shall be entitled toaninjunction from any court of competent jurisdiction enjoining and restraining any violation ofany or all ofthe covenants contained in Article 6 of this Agreement by the Executive or any of hisaffiliates, associates,partners or agents, either directly or indirectly, and that such right to injunction shall becumulative and inaddition to whatever other remedies the Company may possess.
      8. Assignment. Neither party shall have the right to assign or delegate his rights or obligationshereunder, or any portion thereof, to any other person.
      9. GoverningLaw. This Agreement shall be governed by and construed in accordance with thelaws of the State of Florida.
      10. Section 162(m) Limits. Notwithstanding any other provision of this Agreement to thecontrary, ifand to the extent that any remuneration payable by the Company to the Executive for any yearwould exceedthe maximum amount of remuneration that the Company may deduct for that year under Section162(m)(“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”), payment ofthe portionof the remuneration for that year that would not be so deductible under Section 162(m) shall,in the solediscretion of the Board, be deferred and become payable at such time or times as the Boarddetermines thatit first would be deductible by the Company under Section 162(m), with interest at the“short-termapplicable rate” as such term is defined in Section 1274(d) ofthe Code. The limitation setforth under thisSection 10 shall not apply with respect to any amounts payable to the Executive pursuant toArticle 5hereof.
      11. Entire Agreement. This Agreement constitutes the entire agreement between the partiesheretowith respect to the subject matter hereof and, upon its effectiveness, shall supersede allprior agreements,understandings and arrangements, both oral and written, between the Executive and the Company(or any ofits affiliates) with respect to such subject matter. This Agreement may not be modified in anyway unless bya written instrument signed by both the Company and the Executive.
      12. Notices: All notices required or permitted to be given hereunder shall be in writing andshall bepersonally delivered by courier, sent by registered or certified mail, return receiptrequested or sent byconfirmed facsimile transmission addressed as set forth herein. Notices personally delivered,sent byfacsimile or sent by overnight courier shall be deemed given on the date ofdelivery and notices mailed in
 

 

accordancewith the foregoing shall be deemed given upon the earlier of receipt by the addressee,as evidenced by the return receipt thereof, or three (3) daysafter deposit in the U.S. mail. Noticeshall be sent (i) if to the Company, addressed to TerremarkWorldwide, Inc., 2601 S. Bayshore Drive,9th Floor, Miami, Florida 33133, Attn: Jose Segrera, Executive Vice-President and Chief FinancialOfficer, and (ii) if to the Executive, to him address as reflected on the payroll records of theCompany, or to such other address as either party hereto may from time to time give notice of tothe other.
      13. Benefits; Binding Effect. This Agreement shall be for the benefit of and binding uponthe parties hereto and their respective heirs, personal representatives, legal representatives,successors and, where applicable, assigns, including, without limitation, any successor to theCompany, whether by merger, consolidation, sale of stock, sale ofassets or otherwise.
      14. Severability. The invalidity of any one or more of the words, phrases, sentences, clausesor sections contained in this Agreement shall not affect theenforceability of the remainingportions of thisAgreement or any part thereof, all of which are inserted conditionally on their being valid inlaw, and, in theevent that any one or more of the words, phrases, sentences, clauses or sectionscontained in this Agreementshall be declared invalid, this Agreement shall be construed as if such invalid word or words,phrase orphrases, sentence or sentences, clause or clauses, or section or sections had not beeninserted. If suchinvalidity is caused by length of time or size of area, or both, the otherwise invalidprovision will beconsidered to be reduced to a period or area which would cure such invalidity.
      15. Waivers. The waiver by either party hereto of a breach or violation of any term orprovision of thisAgreement shall not operate nor be construed as a waiver of any subsequent breach or violation.
      16. Damages. Nothing contained herein shall be construed to prevent the Company or theExecutive from seeking and recovering from the other damages sustained by either or both of themas a result of its or his breach of any term or provision of this Agreement. In the event thateither party hereto brings suit for the collection of any damages resulting from, or theinjunction of any action constituting, a breach of any of the terms or provisions of thisAgreement, then the party found to be at fault shall pay all reasonable court costs and attorneys’fees of the other.
      17. Section Headings. The section headings contained in this Agreement are for referencepurposes only and shall not affect in any way the meaning or interpretation of this Agreement.
      18. No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended,or shall be construed, to confer upon or give any person other than the Company, the partieshereto and their respective heirs, personal representatives, legal representatives, successors andassigns, any rights or remedies under or by reason of this Agreement.
      19. Indemnification. The indemnification obligations of the Company to Executive shall be inaccordance with the Company’s standard indemnity agreement.
      20. Attorneys’ Fees. In the event of any litigation arising out of or in any way related to thisAgreement, the prevailing party shall be entitled to an award of reasonable attorneys’ feesand costs incurredin connection therewith.
 

 

      21. Controlling Agreement. This Agreement shall supercede, replace and be considered anovation of any prior agreements, contracts, offer letters, oral promises and the like regardingcompensation, employment, benefits or any other subject addressedherein.
      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first abovewritten.      **COMPANY:**