Exhibit
10.3


 


Inspired
Entertainment, Inc.


Nonemployee
Director Compensation Policy


 


		1.	General



 


The
Inspired Entertainment, Inc. Nonemployee Director Compensation Policy (the “Policy”) is designed to
provide for the compensation of each member of the board of directors (the “Board”) of Inspired Entertainment,
Inc. (the “Company”) who is a Nonemployee Director (as defined in the Inspired Entertainment, Inc. 2016
First Equity Incentive Plan (together with any future equity plans, the “EIP”)) (each, a “Nonemployee
Director”). The Policy will be deemed effective from January 1st, 2017 and will continue in effect until
its termination by the Board. The Policy will replace and supersede any and all compensation policies or programs previously established
or maintained by the Company with respect to Nonemployee Directors.


 


		2.	Administration



 


The
Policy will be administered by the Board. The Board will have the sole discretion and authority to administer, interpret, amend
and terminate the Policy, and the decisions of the Board will in every case be final and binding on all persons having an interest
in the Policy, including on all Nonemployee Directors and their beneficiaries.


 


		3.	Eligibility



 


Each
Nonemployee Director will be eligible to receive the compensation set forth in the Policy in accordance with the terms of the
Policy. Such compensation will be paid or granted by the Company, as applicable, without further action of the Board to each Nonemployee
Director.


 


		4.	Annual
Retainers



 


		(a)	General.
                                         Subject to Section 4(b), each Nonemployee Director will be eligible to receive annual
                                         retainers (each, an “Annual Retainer”) in the values set forth
                                         in the following table, as applicable, for each calendar year of service as: (i) a lead
                                         independent director and/or member of the Board; and (ii) a chairperson of a committee
                                         of the Board (“Committee”). 



 


	Type
    of Annual Retainer	Cash
                                                                                                                                                                               Amount

	Board	Lead
    Independent Director	$5,000
	Member	$50,000
	Audit
    Committee	Chair	$5,000
	Compensation
    Committee	Chair	$5,000
	Nominating,
    Governance and Compliance Committee	Chair	$5,000


 






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For
clarity, an individual will not be eligible to receive any type of Annual Retainer set forth in the table above (the “Table”)
unless he or she is a Nonemployee Director on the applicable payment or grant date. Further, for clarity, each Nonemployee Director
will be eligible to receive each type of Annual Retainer set forth in the Table that is applicable to such Nonemployee Director
(e.g., if a Nonemployee Director is the lead independent director of the Board and the chairperson of the Compensation
Committee, he or she will be eligible to receive: (i) an Annual Retainer for service as the lead independent director of the Board;
(ii) an Annual Retainer for service as a member of the Board; and (iii) an Annual Retainer for service as the chairperson of the
Compensation Committee).


 


		(b)	Prorated
Annual Retainers for Mid-Year Appointees.



 


Section
4(a) will apply to any Nonemployee Director who is newly appointed as: (i) a chairperson, lead independent director or member
of the Board; or (ii) a chairperson of a Committee, in each case after January 1 of a calendar year (each, a “Mid-Year
Appointee”); provided, however, that with respect to any Annual Retainer for such Mid-Year Appointee’s
first (partial) calendar year of service in the role applicable to such Annual Retainer, “Amount” will mean, as applicable;
(i) the applicable amount set forth in the Table; multiplied by (ii) a fraction, the numerator of which is the number of days
in the period beginning on (and including) the effective date of such Mid-Year Appointee’s appointment to the applicable
role and ending on (and including) December 31st of such calendar year and the denominator of which is the total number
of days during such calendar year. For avoidance of doubt, all Nonemployee Directors will be entitled to the ratable portion of
any amounts they would have been owed prior to adoption of the Policy with respect to the year of adoption of the Policy.


 


		(c)	Terms
                                         of Annual Retainers.



 


		(i)	Subject
                                         to Section 4(c)(ii), with respect to any Annual Retainer for a particular calendar year
                                         of service, such Annual Retainer, will be paid in substantially equal quarterly installments
                                         on January 1st, April 1st, July 1st and October 1st
                                         of such calendar year, provided that the Nonemployee Director is in service in
                                         the role applicable to such Annual Retainer on the applicable payment date (e.g.,
                                         if a Nonemployee Director is the chairperson of the Audit Committee on January 1st
                                         but terminates his or her service as such chairperson on August 1st,
                                         then with respect to his or her Annual Retainer for service as such chairperson, he or
                                         she will receive the quarterly installments payable on January 1st, April
                                         1st, and July 1st but not the quarterly installment payable on
                                         October 1st, regardless of whether he or she is in service as a Nonemployee
                                         Director on October 1st).



 


		(ii)	With
                                         respect to any Annual Retainer for a Mid-Year Appointee’s first (partial) calendar
                                         year of service in the role applicable to such Annual Retainer, such Annual Retainer
                                         will be paid as follows: 



 


		(A)	the
                                         first installment will be paid on the effective date of such Mid-Year Appointee’s
                                         appointment to the applicable role and the amount of such first installment will be equal
                                         to (x) the total amount of such Annual Retainer, multiplied by (y) 25%, multiplied by
                                         (z) a fraction, the numerator of which is the number of days remaining in the quarter
                                         (after the effective date of such Mid-Year Appointee’s appointment to the applicable
                                         role) beginning on (and including) the effective date of such Mid-Year Appointee’s
                                         appointment to the applicable role and ending on (and including) the last day of such
                                         quarter and the denominator of which is the total number of days during such quarter;
                                         and



 






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		(B)	any
                                         remaining installments will be paid in substantially equal amounts on April 1st
                                         (if such effective date occurs prior to April 1st), July 1st
                                         (if such effective date occurs prior to July 1st) and October 1st
                                         (if such effective date occurs prior to October 1st) of such calendar year,
                                         provided that such Mid-Year Appointee is in service in the role applicable to such Annual
                                         Retainer on the applicable payment date.



 


		5.	Annual
RSU Awards



 


Each
Nonemployee Director will be eligible to receive an annual RSU award (an “Annual RSU Award”) for each
calendar year of their service as a member of the Board. For clarity, an individual will not be eligible to receive an Annual
RSU Award unless he or she is a Nonemployee Director on the applicable grant date.


 


Each
Nonemployee Director will be eligible to receive an Annual RSU Award in the values set forth in the following table, as applicable,
for each calendar year of service as: (i) a lead independent director and/or member of the Board; and (ii) a chairperson of a
committee of the Board (“Committee”).


 


	Type
    of Annual Award	Annual
Award Dollar Value

	Board	Lead
    Independent Director	$5,000
	Member	$50,000
	Audit
    Committee	Chair	$5,000
	Compensation
    Committee	Chair	$5,000
	Nominating,
    Governance and Compliance Committee	Chair	$5,000


 


Each
Annual RSU Award will be subject to the following terms.


 


		(a)	Each
                                         Annual RSU Award will be granted under the EIP and will be subject to the terms of the
                                         EIP, the applicable award agreement and the Policy. For the avoidance of doubt, there
                                         will be no stock price-based performance vesting criteria applicable to any Annual RSU
                                         Award.



 






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		(b)	Each
                                         Annual RSU Award will be granted on the first trading day in January of the applicable
                                         calendar year of service; provided, however, that with respect to any Annual RSU
                                         Award for a Mid-Year Appointee’s first (partial) calendar year of service as a
                                         member of the Board, such Annual RSU Award will be granted on the effective date of such
                                         Mid-Year Appointee’s appointment to the Board subject always to their being sufficient
                                         shares pursuant to the EIP to fulfill such award.1



 


		(c)	The
                                         number of RSUs subject to each Annual RSU Award will be equal to: (i) the Annual Award
                                         Dollar Value (as illustrated in the table above), divided by (ii) the greater of (x)
                                         $10.00 per share and (y) the quoted closing trading price of the Company’s stock
                                         on the date of grant, rounded down to the nearest whole share; provided, however,
                                         that the number of RSUs subject to such Annual RSU Award, together with any RSUs or shares
                                         subject to any other Nonemployee Director Awards (as defined in the EIP) granted to the
                                         Nonemployee Director, may not exceed the limit set forth in Section 4(c)(2) of the EIP.
                                         Provided, however, that:



 


		(i)	with
                                         respect to any Annual RSU Award for a Mid-Year Appointee’s first (partial) calendar
                                         year of service as a member of the Board, the “Annual Award Dollar Value”
                                         will mean (A) the applicable amount in the table above, multiplied by (B) a fraction,
                                         the numerator of which is the number of days in the period beginning on (and including)
                                         the effective date of such Mid-Year Appointee’s appointment to the Board and ending
                                         on (and including) December 31st of such calendar year and the denominator
                                         of which is the total number of days during such calendar year; and



 


		(d)	Each
                                         Annual RSU Award will vest in substantially equal quarterly installments on the grant
                                         date of such Annual Award and on April 1st, July 1st and October
                                         1st of the calendar year in which such Annual RSU Award is granted; provided,
                                         however, that:



 


		(i)	with
                                         respect to any Annual RSU Award for a Mid-Year Appointee’s first (partial) calendar
                                         year of service as a member of the Board, such Annual RSU Award will vest as follows:



 


		(A)	the
                                         first installment will vest on the effective date of such Mid-Year Appointee’s
                                         appointment to the Board and the number of RSUs in such first installment will be equal
                                         to (x) the total number of RSUs subject to such Annual Award, minus (y) an amount equal
                                         to the product of (1) 25% multiplied by (2) the number of RSUs that would result from
                                         the Annual Award Dollar Value, determined as if the Annual Award were granted on the
                                         effective date of such Mid-Year Appointee’s appointment to the Board, multiplied
                                         by (3) the number of quarterly vesting dates (i.e., April 1st, July
                                         1st and October 1st) remaining in such calendar year after the
                                         effective date of such Mid-Year Appointee’s appointment to the Board; and



 


		(B)	any
                                         remaining installments will vest in substantially equal amounts on April 1st
                                         (if such effective date occurs prior to April 1st), July 1st (if
                                         such effective date occurs prior to July 1st) and October 1st (if
                                         such effective date occurs prior to October 1st) of such calendar year;



 


		(ii)	vesting
                                         will be fully accelerated upon a Change in Control (as defined in Section 2(f)of the
                                         EIP); and



 





 






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The Annual Award with respect to the year in which the Policy was approved shall be issued on the date on which the Policy
is approved.


 






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		(iii)	vesting
                                         will cease upon the termination of the Nonemployee Director’s service as a member
                                         of the Board and any RSUs subject to such Annual RSU Award that are unvested on the date
                                         of such termination will be forfeited by such Nonemployee Director on such date; provided,
                                         that if the termination of the Nonemployee Director’s service as a member of the
                                         Board is for “Cause” (as defined in the Nonemployee Director’s applicable
                                         award agreement), all of the Nonemployee Director’s RSUs (whether or not vested)
                                         shall immediately terminate and be forfeited for no consideration as of the effective
                                         date of such termination.


 


		(e)	Except
                                         as provided in Section 5(f), the issuance of any shares pursuant to each Annual RSU Award,
                                         to the extent vested, will occur on the date of the Nonemployee Director’s termination
                                         of service as a member of the Board, provided that such termination constitutes a “separation
                                         from service” within the meaning of Section 409A of the Code, subject to Section
                                         7 and the terms of the award agreement.



 


		(f)	Each
                                         RSU subject to each Annual RSU Award (whether vested or unvested) will be credited with
                                         any cash dividend, stock dividend or other distribution that is paid with respect to
                                         a share of the Company’s common stock. Any such dividend or other distribution
                                         will be credited to such RSU on the same date and in the same form as such dividend or
                                         other distribution is paid to the Company’s shareholders. Any such dividend or
                                         other distribution that is credited to such RSU will be issued (i) on the date of such
                                         crediting if such RSU is vested on such date or (ii) on the date such RSU becomes vested
                                         if such RSU is unvested on the date of such crediting, in each case in the same form
                                         paid to the Company’s shareholders. For clarity, any such dividend or other distribution
                                         that is credited to an unvested RSU will be unvested and will only vest and be issued
                                         if the underlying RSU vests.



 


		6.	Expenses



 


Subject
to Section 7, each Nonemployee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses
incurred in connection with his or her duties as a Nonemployee Director, always subject to any reimbursement policies then in
place.


 


		7.	Section
409A



 


The
Company intends that any amounts provided under the Policy be exempt from or comply with the requirements of Section 409A of the
Code and the regulations and rulings issued thereunder (collectively, “Section 409A”), and the Policy
will be so construed. Without limiting the generality of the foregoing and notwithstanding any other provision of the Policy to
the contrary:


 


		(a)	If
                                         any amount under the Policy (i) constitutes a “deferral of compensation”
                                         within the meaning of Section 409A, (ii) is payable pursuant to an individual’s
                                         “separation from service” within the meaning of Section 409A, and (iii) such
                                         individual is a “specified employee” within the meaning of Section 409A (determined
                                         using the identification methodology selected by the Company from time to time, or if
                                         none, the default methodology) as of the date of such individual’s separation from
                                         service, then except as otherwise permitted by Section 409A, such amount will be paid
                                         to such individual on the date that is six months and one day after such individual’s
                                         separation from service or, if earlier, the date of such individual’s death following
                                         such separation from service.



 


		(b)	Each
                                         payment made under the Policy will be treated as a separate payment.



 






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		(c)	To
                                         the extent that any taxable reimbursements are provided to any Nonemployee Director,
                                         they will be provided in accordance with Section 409A, including, but not limited to,
                                         the following provisions: (i) the amount of any such expenses eligible for reimbursement
                                         during such individual’s taxable year may not affect the expenses eligible for
                                         reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense
                                         must be made no later than the last day of such individual’s taxable year that
                                         immediately follows the taxable year in which the expense was incurred; and (iii) the
                                         right to any reimbursement may not be subject to liquidation or exchange for another
                                         benefit.






 



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