woodallempagramdexhibit1







1         Exhibit 10.37   AMENDMENT TO EMPLOYMENT AGREEMENT      This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is   effective as of February 23, 2016 (the "Effective Date"), by and between FIDELITY   NATIONAL INFORMATION SERVICES, INC., a Georgia corporation ("FIS" or the   "Company"), and James W. Woodall (the "Employee") and amends that certain Employment   Agreement dated October 1, 2009, as previously amended on January 29, 2013 and March 15,   2013 (as previously amended, the "Agreement").  Unless expressly amended herein, the terms of   the Agreement remain in full force and effect.  In consideration of the mutual covenants and   agreements set forth herein, the parties agree as follows:   1. Section 4 is deleted and the following is inserted in lieu thereof:   “4. Salary.  During the Employment Term, Company shall pay Employee an annual   base salary, before deducting all applicable withholdings, of no less than $605,000 per year,   payable at the time and in the manner dictated by Company's standard payroll policies.    Such minimum annual base salary may be periodically reviewed and increased (but not   decreased without Employee's express written consent) at the discretion of Company to   reflect, among other matters, cost of living increases and performance results (such annual   base salary, including any increases, the "Annual Base Salary").”   2. Sections 5(b) and (c) are deleted and the following is inserted in lieu thereof:   “(b) supplemental disability insurance sufficient to provide a benefit to Employee   equal to two-thirds of Employee's pre-disability Annual Base Salary until Employee reaches   the age of 65, provided that such coverage is available in the market using traditional   standards of underwriting;   (c) an annual incentive bonus opportunity under Company's annual incentive plan   ("Annual Bonus Plan") for each calendar year included in the Employment Term, with such   opportunity to be earned based upon attainment of performance objectives established by   Company ("Annual Bonus"). Employee's target Annual Bonus under the Annual Bonus Plan   shall be no less than 150% of Employee's then current Annual Base Salary, with a maximum   of up to 300% of Employee's then current Annual Base Salary (collectively, the target and   maximum Annual Bonus are referred to as the "Annual Bonus Opportunity"). Employee's   Annual Bonus Opportunity may be periodically reviewed and increased by Company, but   may not be decreased without Employee's express written consent. Employee’s Annual   Bonus is subject to the Company’s clawback policy, pursuant to which the Company may   recoup all or a portion of any bonus paid if, after payment, there is a finding of fraud, a   restatement of financial results, or errors or omissions discovered that call into question the   business results on which the bonus was based.  If owed pursuant to the terms of the Annual   Bonus Plan, the Annual Bonus shall be paid no later than the March 15th first following the   calendar year to which the Annual Bonus relates. Unless provided otherwise herein or the   Board of Directors of Company (the "Board") determines otherwise, no Annual Bonus shall   be paid to Employee unless Employee is employed by Company, or an affiliate thereof, on   the Annual Bonus payment date;”     





 







2         3. The following is inserted as Section 6 and all subsequent Sections are renumbered   accordingly:   “6. Compensation Policies.  Company has adopted certain compensation related   policies that apply to Employee.  Employee acknowledges that, as a corporate officer, he is   expected to maintain an ownership level in Company stock of at least two (2) times his   annual base salary and that following the vesting of any restricted shares granted to him,   Employee must hold 50% of those shares for at least six (6) months.  Employee further   represents that he has read and understands the Company’s policies regarding insider trading   and prohibiting the hedging and pledging of Company stock.”   4. Sections 8(f)(i) and (ii) are deleted and the following is inserted in lieu thereof:   “(i) a material adverse change in Employee's position or title, or a material diminution   in Employee's managerial authority, duties or responsibilities or the conditions under which   such duties or responsibilities are performed (e.g., a material reduction in the number or   scope of department(s), functional group(s) or personnel over which Employee has   managerial authority), in each case as in effect as of immediately following the Effective   Date of the most recent Amendment to the Agreement;   (ii) a material adverse change in the position to whom Employee reports (i.e. the   CEO);”    5. Section 9(a)(iv) is deleted and the following is inserted in lieu thereof:   “(iv) All stock option, restricted stock and other equity-based incentive awards   granted by Company that were outstanding but not vested as of the Date of   Termination shall become immediately vested and/or payable, as the case may be;”      [Signature page follows]         





 







3            IN WITNESS WHEREOF the parties have executed this Amendment to be effective as   of the date first set forth above.       FIDELITY NATIONAL INFORMATION   SERVICES, INC.         By:  ___________//S//_______________   Its:  CEVP, Chief Administrative Officer           JAMES W. WOODALL      ______________//S//________________