Exhibit
10.1


 


EXECUTION
VERSION

 


ADDENDUM
TO OCTOBER 9, 2020 EMPLOYMENT AGREEMENT BETWEEN A. LORNE WEIL AND INSPIRED ENTERTAINMENT INC.


 


WHEREAS
the Compensation Committee of Inspired Entertainment Inc. (“Inspired” or “the Company”): entered a contract with
its Executive Chairman, A. LORNE WEIL (Executive) to replace the then existing evergreen contract with a fixed term contract on October
9, 2020 (as clarified April 12, 2021) (the Employment Agreement), subject to certain of the equity grants being approved by the stockholders
of the Company at the then upcoming Annual General Meeting (AGM) of the stockholders;


 


WHEREAS
the equity grant in the Employment Agreement was approved by a majority of the stockholders at the AGM on May 11, 2021;


 


WHEREAS
the Compensation Committee and Executive received feedback from some stockholders reflecting a desire to further align the equity incentives
with the complementary interests of our stockholders, while preserving incentives for the Executive to remain with the company throughout
the term of the contract;


 


WHEREAS
the Compensation Committee wishes to preserve the incentive structure of time vesting to incentivize longevity and performance to ensure
both EBITDA and stock price performance;


 


WHEREAS
the Compensation Committee & the Executive are mindful of the increase in stock price since the completion of the Employment Agreement
and believe such has occurred in large part through the leadership of Executive;


 


WHEREAS
the Executive is willing to forgo certain benefits provided in his existing contract to further address the comments received and demonstrate
both his confidence in the Company and desire to further align his compensation with stockholder interests;


 


WHEREAS
the Compensation Committee and Executive have conducted additional arms’ length negotiations to address the comments, retain the
core incentive structure, and address the matter as fairly as possible:


 


NOW
Therefore, the Company and the Executive have in consideration of the mutual promises and covenants herein contained and consideration
provided, intending to be legally bound, agreed as of 21 June 2021 to the following modifications to the Agreement:


 


	1.	Executive agrees to convert his first tranche of Time Based RSUs and first tranche of Adjusted EBITDA Based RSUs to Stock Price Price Based RSUs by:


 


	 	a.	Modifying Section 6a2(i)(1) from 250,000 RSUs to 165,000 RSUs and eliminating the first tranche scheduled to vest December 31, 2022 in 6a2(i)(1)(a);


 




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	 	b.	Modifying
    Section 6a2(ii)1 by:




	 	 	i. changing 250,000 to 187,500 and
	 	 	ii. changing 2021 to 2022; 




	 	c.	Adding 147,500 RSUs to the 250,000 originally in Sections 6a2(iii)(1) making the total number of Stock Price Based Shares in that Section 397,500;
	 	d.	Modifying Section 6a2(iii)(2)(a)(iii) by changing 85,000 to 135,000 thereby increasing the number of RSUs subject to the $15 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:
	 	 	50,000 RSUs will vest if the average Closing Price of the Company’s common stock for any consecutive 45 calendar day period following the date hereof shall be not less than $17.50; and
	 	f.	Adding a new Section 6a2(iii)(2)(a)(v) providing:
	 	 	47,500 RSUs will vest if the average Closing Price of the Company’s common stock for any consecutive 45 calendar day period following the date hereof shall be not less than $20.00.


 


All
other terms of the Employment Agreement shall remain in full force and effect.


 


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IN
WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.


 


	INSPIRED
    ENTERTAINMENT, INC. 	 
	 	 
	By:	/s/
                                            Steven M. Saferin
	 
	Name:
    	Steven
                                            M. Saferin
	 
	Title:
    	Chair
                                            of the Compensation Committee and Authorized Person
	


 


	EXECUTIVE	 
	 	 
	/s/
    A. Lorne Weil	 
	A.
    Lorne Weil 	 


 


Date:
June 21, 2021


 




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