Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
               Appointment of Certain Officers; Compensatory Arrangements of
               Certain Officers.




  (a) On October 9, 2020, Inspired Entertainment, Inc. (the "Company") entered
      into a new employment agreement with A. Lorne Weil, the Company's Executive
      Chairman. The new employment agreement will become effective retroactively
      to January 1, 2020, will, subject to the option set out below, terminate on
      December 31, 2024, and will replace the prior agreement between the Company
      and Mr. Weil dated January 16, 2017 (as amended on August 24, 2018).

Among other things, Mr. Weil's new agreement:





          ?   eliminates provisions that provide that certain compensation or
              benefit arrangements with Mr. Weil will be no less favorable than
              the arrangements made by the Company with other executives of the
              Company;




          ?   provides for a fixed term of five-years, ending on December 31,
              2024, with an optional one year extension subject to the mutual
              agreement of the Company and Mr. Weil, without severance if not
              renewed; as opposed to Mr. Weil's current agreement, which does not
              have a fixed term and consequently would include severance if
              terminated by the Company;




          ?   reduces the amount due to Mr. Weil upon severance during the fixed
              term (except upon death);

? retains Mr. Weil's base annual salary of $750,000 per year;






          ?   increases Mr. Weil's Target Bonus from 100% to 120%;

          ?   provides for an award to Mr. Weil of a Special Sign-On Equity Grant
              of one hundred thousand (100,000) RSUs (the "Special Sign-on Equity
              Grant"), which will vest on the earlier of his death, termination by
              the Company without cause, Change in Control Termination Event (as
              defined), or June 30, 2021.

          ?   Subject to stockholder approval to fund the grant, provides for a
              grant of 750,000 RSUs (the "Special Long-term Equity Grant, on the
              following terms:

O Time Based RSUs

An aggregate of 250,000 RSUs are time-based RSUs, which shall vest as follows:

? 85,000 RSUs will vest subject to the Service Requirement (defined below) on

December 31, 2022;

? 80,000 RSUs will vest subject to the Service Requirement on December 31, 2023;

and

? 85,000 RSUs will vest subject to the Service Requirement on December 31, 2024.

"Service Requirement" means that the Executive remains employed by the Company

pursuant to the agreement on the vesting date.

O Adjusted EBITDA Based RSUs

An aggregate of 250,000 RSUs shall be Adjusted EBITDA Based RSUs which may be

earned based on the Company's achievement of EBITDA Targets (as defined) and

shall vest as described below. The Executive shall have the ability to earn

62,500 RSUs with respect to each of the calendar years 2021 through 2024 based

on the Company achieving its annual Adjusted EBITDA targets (consistent with

the Company's STIP) (each target, the "EBITDA Target"), provided, however, that

the proration of this award will begin upon achievement of 70% of the annual

"Target" STIP Budget, as adjusted.. The first two years of such Adjusted EBITDA

Based RSUs will vest if earned on December 31, 2022 and subsequent years will

vest at the end of the year in which they are earned.

o Stock Price Based RSUs

An aggregate of 250,000 RSUs shall be Stock Price Based RSUs, which shall be

earned by meeting the stock price targets and the thresholds set forth in the

agreement.

o Special provisions apply in the case of death or certain other events.




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Condition to Effectiveness of RSU Awards

The effectiveness of the RSU awards (other than the Special Sign-on Equity

Grant), is conditioned upon approval by the stockholders of the Company at the

Company's 2021 Annual Meeting of Stockholders or at any other meeting of

stockholders as the Board may determine. In the event the stockholders do not

approve the shares necessary to support the RSU awards, then the sections of

the agreement providing for such awards will not become effective, but the

remainder of the agreement will remain in force. The failure to obtain such

approval shall not be deemed to affect the authority of the Compensation

Committee or the Board with respect to discretionary matters relating to

compensation of the Executive.

Reasons for the new agreement

As previously reported, on 31 January 2020, the Compensation Committee

previously entered into a new employment agreement with Mr. Weil to replace

the Executive Chairman's original 2017 employment agreement as part of an

ongoing effort to better align executive compensation with stockholder

interests and prevailing best practices. That agreement was subject to

stockholder approval, which was not sought because, on March 26, 2020, in

light of the unprecedented situation the Company (and leisure sector

generally) experienced by reason of the Covid-19 pandemic, Mr. Weil withdraw

from the new contract and continued his employment under his 2017 agreement

(as amended).

The Compensation Committee and Mr. Weil have now agreed to the terms of a new

agreement. In determining to approve the new agreement with Mr. Weil, the

Compensation Committee of the Company's Board of Directors took into account

the following factors:

? The new agreement provides for a five-year term with an optional one year

extension, which supersedes the current agreement without a fixed term. The

Compensation Committee was of the view that a fixed term agreement is more

conventional and will provide the Board the opportunity to consider Mr. Weil's

retention following the expiration of the term.

? The Special Sign-On Equity Grant was deemed by the Compensation Committee to be

fair and reasonable to the Company for the following reasons:

o Mr. Weil served as Chairman of the Board and Chief Executive Officer of the

entity that became the Company from 2014 until December 2016 without receiving

any cash or non-cash compensation for services rendered to the Company, and

funded a significant portion of the operations of the Company from his personal

resources.

o Mr. Weil's ability to earn time-based RSUs is subject to his continued

employment by the Company. In addition, his entitlement to Adjusted EBITDA

Based RSUs and Stock Price Based RSUs is tied to Company performance. These are

intended to provide Mr. Weil with a strong incentive to increase the Company's

metrics in a manner that will also benefit stockholders, and thereby to align

his performance with the interests of stockholders.

o Mr. Weil has, since December 2016, served as Executive Chairman of the Company;

following the departure of the Company's former Chief Executive Officer in May

2018, Mr. Weil has been responsible for operational control of the Company and

has served as its senior executive officer. Through his efforts, the Company

has significantly expanded its core business, completed a transformational

acquisition of the Gaming Technology Group of Novomatic UK Ltd., completed

renegotiation of the Company's financing, and navigated the impact of the

pandemic on the business. All of these activities added significant value in

assisting the Company strategically and positioning it for future growth.

(b) The summary of the October 2020 employment agreement with Mr. Weil described

above is qualified in its entirety by reference to the employment agreement,

which is annexed as an exhibit to this Report on Form 8-K.




Item 9.01.      Financial Statements and Exhibits



(d)   Exhibits.



Exhibit
Number                                  Description

10.1        Employment Agreement dated as of October 9, 2020 by and between the
          Company and A. Lorne Weil.





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