Exhibit 10.12


 





Inspired Entertainment


 


Short-Term Incentive Bonus Plan


 


(adopted as of 24 January, 2020)


 


		I.	PURPOSE



 


The Inspired Entertainment fiscal year 2020
Short-Term Incentive Bonus Plan (the “Plan”) is intended to provide incentives to certain employees of Inspired
Entertainment, Inc., its subsidiaries and its participating affiliates (collectively, the “Company”) to contribute
to the success of the Company in its fiscal year commencing January 1, 2020 and ending December 31, 2020 (“2020”).
The Plan offers eligible participants an opportunity to earn compensation in addition to their salaries and other incentives,
based upon the performance of the Company and the satisfaction of individual performance targets determined for each eligible
participant.


 


		II.	PLAN ADMINISTRATION



 


The Plan has been approved by the Compensation
Committee of the Company’s Board of Directors (the “Committee”), and the Committee is responsible for
administering the Plan. The Committee may delegate, on such terms and conditions as it may determine, certain authority and powers
with respect to administration of the Plan to one or more directors serving on the Committee and/or to one or more officers or
other personnel of the Company (including with respect to the participation of, and awards to, participants who are not executive
officers of the Company). Subject to the terms of the Plan, the Committee will receive recommendations for 2020 from members of
the Company’s Office of the Executive Chairman, or as may be otherwise determined by the Committee, with respect to the
operation and management of the Plan for the year including recommendations for the selection of eligible participants, bonus
opportunity levels, performance criteria, and the amount and timing of any bonus payments.


 


		III.	ELIGIBILITY



 


The executives and other employees eligible
for participation in the Plan will be determined by the Committee subject to Section II.
Duly determined participants under the Plan are also referred to herein as “Covered Employees”. A determination
that an employee is an eligible employee under the Plan with respect to 2020 shall not be determinative as to such employee’s
eligibility with respect to any subsequent fiscal year.


 


Any bonus payment made under the Plan shall
be purely discretionary and shall not form part of the employee’s contractual remuneration.


 


An individual whose employment is terminated
for any reason, or who is under notice of termination (whether given by the individual or the Company), in each case prior to the
date on which bonus would otherwise be paid, will not be eligible to receive any payment under the Plan, notwithstanding any prior
determinations made by the Committee. 


 






    1 


     


    

  


If a person is hired for a position with the
Company during 2020 and the position is within the category recommended to be eligible to receive a bonus under the Plan, that
person may be eligible to receive a prorated portion of the annual bonus, as determined by the Committee, depending on the person’s
particular position, subject to such other considerations as the Committee may determine.


 


		IV.	BONUS POTENTIAL



 


The bonus potential for Covered Employees
shall be determined for 2020, including applicable threshold, target and maximum bonus potential for the year. Bonus
potential for 2020 will be based on a percentage of the Covered Employee's base salary as of the beginning or end of the year,
the prorated amount for the year or a fixed dollar amount, each as determined by the Committee.  Award opportunity
levels corresponding to threshold, target and maximum levels of performance may vary by participant. The name and bonus potential
of each Covered Employee will be set forth in a schedule to be approved by the Committee for 2020 (the “Bonus Potential
Schedule”). The bonus potential set forth in the Bonus Potential Schedule may, at any time prior to payment of the bonus,
be adjusted to reflect changes in the list of Covered Employees or to the bonus potential for Covered Employees (upward or downward),
in the absolute discretion of the Committee as it deems appropriate, to reflect, without limitation, changes to a Covered Employee’s
position, title, or responsibilities, or, as appropriate, to reflect a transformative transaction (as determined by the Board
or the Committee in its sole discretion).


 


		V.	PLAN COMPONENTS



 


The performance targets applicable for 2020
have been approved and include Company performance targets and individual performance targets. The weighting of the Plan components
will also be established for 2020.


 


		A.	Company Performance Targets



 


Bonuses are contingent upon the Company achieving
specific Company performance targets as determined by the Committee with respect to each financial year (the “Company
Performance Targets”). The following are examples of criteria that could be used to set Company Performance Targets and
are not an exclusive list: (i) revenue; (ii) sales; (iii) profit (net profit, gross profit, operating profit, economic profit,
profit margins or other corporate profit measures); (iv) earnings (which may include any
calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before
interest, taxes, depreciation and amortization and net earnings); (v) net income (before or after taxes, operating income
or other income measures); (vi) cash (cash flow, cash generation or other cash measures); and (vii) stock price or performance;
and (viii) total stockholder return. As determined by the Committee, the Company Performance
Targets may be based on GAAP or non-GAAP results and any actual results may be adjusted by the Committee for one-time or exceptional
items or unbudgeted or unexpected items when determining whether the performance goals have been met. In certain cases, the
Office of the Executive Chairman may recommend to the Committee that an element of Bonus is a divisional, as opposed to a Company-wide,
target.


 






    2 


     


    

  


The
Office of the Executive Chairman shall recommend to the Committee the applicable Company Performance Targets for 2020. Such recommendations
shall be subject to the review and approval by the Committee.


 





		B.	Individual Performance Targets



 


Even if the Company has fully achieved the
Company Performance Targets, an individual participant’s bonus potential will be subject to an assessment of the individual’s
achievement of individual performance targets, as determined by the Committee in its sole discretion. The following are examples
of criteria that could be used to set individual performance targets and are not an exclusive list: (i) budget management; (ii)
cost of service; (iii) quality and service levels; (iv) product line achievements; (v) leadership/team participation and support
and (vi) adherence to and compliance with Company values and behaviors.


 


The
Committee may, in its sole discretion and at any time, reduce or eliminate a Covered Employee's award if it determines that such
reduction or elimination is appropriate. 


 


		VI.	TRANSFER/PROMOTION/DEMOTION



 


If a Covered Employee is transferred to a new
role during 2020, the Committee may, in its discretion, calculate the bonus payment for 2020 based on the base salary the Covered
Employee received during the relevant portions of 2020 in each role at the applicable target percentage(s) for each role.


 


If a Covered Employee becomes ineligible for
the Plan due to a transfer or demotion, the Covered Employee may be eligible to receive a prorated bonus based on the period of
participation in the Plan, as determined by the Committee. Any such prorated bonus would be paid at the same time as other bonus
payments under the Plan.


 


		VII.	PAYOUT AND TAXATION



 


Bonus payments that are approved by the Committee
for 2020 shall be made as soon as administratively practicable after the delivery of the audit report issued by the Company’s
independent public accountants with respect to the Company’s 2020 consolidated financial statements, subject to IX below.
Further, if the Committee determines (in accordance with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”)) that payment of bonuses would jeopardize the ability of the Company to continue as a going concern or meet
its banking covenants, bonuses may be reduced, eliminated or delayed.


 


Payroll taxes shall be withheld from bonus
payments as required by law. Bonus payments that Covered Employees receive are includable as income in the year in which they are
paid.


 






    3 


     


    

  


		VIII.	INTEGRATION WITH BENEFIT PROGRAMS



 


Any bonus payment that a Covered Employee
receives is not intended to be considered compensation for purposes of life assurance, 401(k) or any other pension scheme, disability,
holiday pay or any other benefit plan unless specified by the applicable plan document.


 


		IX.	CONDITIONS FOR RECEIVING PAYMENT



 


Notwithstanding anything to the contrary herein,
a Covered Employee whose employment is terminated for any reason, or who is under notice of termination (whether given by the
individual or the Company) in both cases prior to the date on which bonus would otherwise be paid, shall not be eligible to receive
a bonus payment under the Plan (e.g., a Covered Employee on garden leave on the date of payment will not be eligible for a bonus).
However, the Committee retains the authority in its absolute discretion to make exceptions to the foregoing policy in unusual
or meritorious cases including, but not limited to, approving a prorated bonus in the event of a Covered Employee’s death,
disability, call to active military service, or retirement with the written consent of the Company.


 


		X.	CLAWBACK



 


By accepting a bonus payment under the Plan,
each Covered Employee agrees that the Company may recover some or all of the amounts paid with respect to such bonus payment, or
recoup some or all of the value thereof via offset from other amounts owed to the Covered Employee by the Company or an affiliate,
at any time during the three fiscal years following payment hereunder, if and to the extent that the Committee concludes that (i)
U.S. federal or state law, the laws of any other jurisdiction in which the Covered Employee has been employed by the Company during
the fiscal year, or the listing requirements of the exchange on which the Company’s stock is listed for trading so require,
(ii) the performance criteria required for the bonus payment were not met, or not met to the extent necessary to support the amount
of the bonus payment that was paid, or (iii) as required by Section 304 of the U.S. Sarbanes-Oxley Act of 2002, Section 954 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise after a restatement of the Company’s financial
results as reported to the U.S. Securities and Exchange Commission. Covered Employees are deemed to have agreed to promptly comply
with any Company demand for recovery or recoupment by accepting any payment hereunder.


 






    4 


     


    

  


		XI.	LIMITATIONS AND/OR ADJUSTMENTS



 


The Company reserves the right to review, amend,
suspend, withdraw and/or terminate the Plan, the incentive calculation formulas, performance targets and all other aspects of the
Plan at any time and in its sole and absolute discretion and without prior notice.


 


A Covered Employee’s participation in
the Plan shall not be construed as a contractual right or form part of his or her contractual remuneration under a services or
employment agreement nor shall it be construed as a promise of continuing employment between the Company and the Covered Employee.
Any bonus payment made in respect of 2020 is not indicative of any payments that may be made in subsequent fiscal years. Employment
with the Company is terminable at will subject to the terms of any written services or employment agreement between the Company
and the Covered Employee and applicable laws. Neither a Covered Employee’s employment with the Company, nor a Covered Employee’s
employment within any particular category of employees, shall entitle the Covered Employee to either participate in the Plan or
to be eligible to receive any bonus pursuant thereto. All determinations of eligibility and awards under the Plan shall be made
by the Committee in its absolute discretion and may be revised or adjusted in accordance with the Plan.


 


The Plan is intended to comply with the applicable
requirements of Section 409A of the Code and shall be operated and interpreted consistent therewith. To the extent that any provision
of the Plan would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the
Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent
permitted by applicable law. Notwithstanding the foregoing, the Company makes no representation that the Plan complies with
Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code.

 






    5