Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Effective June 21, 2021, Inspired Entertainment, Inc. (the "Company") entered into an amendment (the "Addendum") to the employment agreement between the Company and A. Lorne Weil, the Company's Executive Chair (the "Executive"), dated as of October 9, 2020 (such agreement, as clarified on April 12, 2021, the "Employment Agreement"). The Employment Agreement, as amended by the Addendum, provides that the Executive agrees to convert his first tranche of Time Based RSUs and first tranche of Adjusted EBITDA Based RSUs to Stock Price Based RSUs by:





  a. Modifying Section 6a2(i)(1) (relating to Time Based RSUs) to decrease the
     referenced number of Time Based RSUs from 250,000 RSUs to 165,000 RSUs and
     eliminating the first tranche scheduled to vest on December 31, 2022, as
     provided in Section 6a2(i)(1)(a);

  b. Modifying Section 6a2(ii)(1) (relating to Adjusted EBITDA Based RSUs) by:

     i.       revising the reference to 250,000 Adjusted EBITDA Based RSUs to
              187,500 RSUs; and
     ii.      revising the reference to the year 2021 to 2022;

  c. Increasing the 250,000 Stock Price Based RSUs provided for in Section
     6a2(iii)(1) by 147,500 RSUs, thereby increasing the total number of Stock
     Price Based Shares in that section to 397,500;

  d. Modifying Section 6a2(iii)(2)(a)(iii) (regarding Stock Price Based RSUs) by
     changing the reference to 85,000 Stock Price Based RSUs to 135,000 RSUs,
     thereby increasing the number of RSUs subject to the $15.00 vesting threshold
     by 50,000 of the RSUs being converted from the Sections described above;

  e. Adding a new Section 6a2(iii)(2)(a)(iv) providing that 50,000 Stock Price
     Based RSUs will vest if the average Closing Price of the Company's common
     stock for any consecutive 45 calendar day period following the date of the
     Addendum shall be not less than $17.50; and

  f. Adding a new Section 6a2(iii)(2)(a)(v) providing that 47,500 Stock Price Based
     RSUs will vest if the average Closing Price of the Company's common stock for
     any consecutive 45 calendar day period following the date of the Addendum
     shall be not less than $20.00.

The foregoing Addendum was entered into following the receipt of feedback from certain stockholders, and reflects a desire to further align the Executive's equity incentives with the interests of the Company's stockholders, while preserving incentives for the Executive to remain with the Company throughout the term of the Employment Agreement and reflecting the Compensation Committee's desire to preserve the incentive structure of time vesting to incentivize longevity and performance based upon both EBITDA and stock price.

The description of the Addendum set forth above is qualified in its entirety by reference to the full text of the Addendum, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits






(d) Exhibits.



Exhibit
Number                                  Description

 10.1       Addendum, effective June, 21, 2021, to the Employment Agreement dated
          October, 9, 2020 by and between Company and A. Lorne Weil.

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