INSPERITY, INC. (Form: 8-K, Received: 04/02/2015 17:19:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 30, 2015

Insperity, Inc.

(Exact name of registrant as specified in its charter)



Delaware	1-13998	76-0479645
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

19001 Crescent Springs Drive

Kingwood, Texas 77339

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (281) 358-8986

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))

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

On March 30, 2015, the Compensation Committee of Insperity, Inc. (the “Company”) adopted the Insperity, Inc. Long-Term Incentive Program (the “LTIP”) under the Insperity, Inc. 2012 Incentive Plan (the “Plan”) to provide for performance-based long-term compensation awards in the form of phantom shares to the Company’s executives based on the achievement of pre-established performance goals. In deciding to add a performance-based long-term component to the Company’s compensation elements, the Compensation Committee determined that the LTIP further aligns the Company’s compensation structure with stockholder interests and provides an opportunity to subject a greater percentage of an executive’s compensation to the achievement of long-term Company growth and corporate objectives and aides in retention. Awards under the LTIP are anticipated to have a three-year performance period with any payout occurring after the conclusion of the performance period in the form of shares of Company common stock. Under terms of the LTIP, the Compensation Committee will determine before March 31 ^st of each calendar year which executives will participate, the performance goals and the payout opportunities.

Except in the case of a qualifying termination in connection with a change in control, or a termination due to death or disability, a participant in the LTIP must be continuously employed by the Company or its subsidiaries throughout the performance period and on the date such award is paid after the conclusion of the performance period to receive a payout of an award. Awards are granted in the form of phantom shares and will be paid in Company common stock, and may include the right to dividend equivalents upon payout of the award.

Also on March 30, 2015, the Compensation Committee granted 2015 performance-based awards under the LTIP (“2015 LTIP Awards”) to the named executive officers (“NEOs”) and certain other officers.

The performance period for the 2015 LTIP Awards includes calendar years 2015-2017, with each year being equally weighted for one-third of the target opportunity. The performance metric for the 2015 LTIP Awards is tied to achieving increased levels of EBITDA taking into account certain pre-defined adjustments during the performance period, with vesting occurring at the end of the three-year performance period. The Company’s EBITDA performance metric will be measured annually against performance levels established at the time of grant. Executives can earn 50% of the target number of phantom shares if the threshold performance level is achieved and can earn up to 200% of the target number of phantom shares if the maximum performance level is achieved. If the EBITDA performance metric for a performance period falls below the threshold level, no phantom shares will be credited for that performance period. If actual performance results fall between the threshold, target and maximum performance level, the number of phantom shares earned will be determined by interpolation between the applicable performance levels. For purposes of the 2015 LTIP performance metric, EBITDA will be adjusted for non-cash impairment charges, stock-based compensation expense, professional advisory fees for stockholder matters, litigation settlements and the associated legal fees, and changes in statutory tax rates and assessments. EBITDA will also be adjusted to exclude the impact of any divestitures, acquisitions or change in accounting pronouncement that occurs during the performance period.

The aggregate number of 2015 LTIP Awards granted by the Compensation Committee to each NEO if all of the annual target performance metrics are achieved was as follows:



Named Executive Officer		Aggregate Number of Phantom Shares ¹ (at Target)

Chief Executive Officer and Chairman of the Board		30,350
Chief Financial Officer, SVP of Finance and Treasurer		5,300
President		11,350
Chief Operating Officer and EVP of Client Services		11,350
EVP of Sales & Marketing		11,350

¹ The 2015 LTIP Awards do not have an exercise price. The fair market value of one share of the Company’s common stock on the grant date was $52.80.

The 2015 LTIP Awards are payable in shares of Company common stock and will include dividend equivalents, payable in additional shares of Company common stock, with respect to the number of phantom shares actually earned pursuant to the 2015 LTIP Award if and to the extent dividends are paid on Company common stock during the performance period. The 2015 LTIP Awards are in addition to the Company’s time-vested long-term incentive equity compensation awards granted in February 2015 under the Plan.

Item 9.01. Financial Statements and Exhibits


(d)	Exhibits

10.1 — Insperity, Inc. Long-Term Incentive Program

10.2 — Form of Employee Award Notice and Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INSPERITY, INC.

By: /s/ Daniel D. Herink

Daniel D. Herink

Senior Vice President of Legal, General Counsel and Secretary

Date: April 2, 2015

EXHIBIT INDEX

Exhibit

No. Description

10.1* — Insperity, Inc. Long-Term Incentive Program

10.2* — Form of Employee Award Notice and Agreement

* Filed herewith.

EXHIBIT 10.1

INSPERITY, INC.

LONG-TERM INCENTIVE PROGRAM


I.	INTRODUCTION

The Compensation Committee of the Board of Directors of Insperity, Inc., a Delaware corporation (the “ Company ”), has adopted this Long-Term Incentive Program (the “ Program ”) under the Insperity, Inc. 2012 Incentive Plan (the “ Plan ”), to provide for the grant of performance-based awards, as described in this Program, to eligible Employees of the Company and its Subsidiaries. All awards granted under this Program and the rights of the Participants herein are subject in all respects to the provisions of the Plan and this Program.


II.	DEFINITIONS

Except as otherwise defined herein, capitalized terms that are used in this Program shall have the meanings assigned to such terms in the Plan.


A.	“ Award ” means an award under this Program as established by the Committee for shares of Phantom Stock.


B.	“ Award Notice and Agreement ” means the document provided to each Participant (in writing or electronically) evidencing a Participant’s Award under the Program, along with the terms and conditions of the Award.


C.	“ Base Salary ” means a Participant’s annual base salary as of the first day of the Performance Period (subsequent increases in annual base salary during a Performance Period will not be taken into account when determining the amount of the Award paid, if any, under this Program).

“ Cause ” means a termination of a Participant’s Employment by his Employer for (i) gross negligence or willful misconduct in the performance of the Participant’s duties; (ii) conviction or plea of nolo contendre for a felony or any crime involving moral turpitude; or (iii) committing an act of fraud or deceit intended to result in personal and unauthorized enrichment of the Participant at the Company’s expense, as determined by the Committee in its sole discretion.


E.	“ Committee ” means the Compensation Committee of the Board of Directors of the Company.

“ Disability ” means that the Participant has a disability such that he has been determined to be eligible for benefits under a long-term disability plan sponsored by the Company or a Subsidiary, or, if the Participant is not covered by such a plan, a physical or mental impairment (i) which causes the Participant to be unable to perform the normal duties for an Employer as determined by the Committee, in its

sole discretion; and (ii) which is expected either to result in death (or blindness) or to last for a continuous period of at least twelve (12) months. The Committee may require that the Participant be examined by a physician or physicians selected by the Committee.


G.	“ Dividend Equivalent ” means the value of a cash or stock dividend paid on a share of Common Stock.


H.	“ Employee ” means an employee of an Employer.


I.	“ Employer ” means the Company or one of its Subsidiaries, other than a Subsidiary that is a licensed professional employer organization.


J.	“ Employment ” means employment with the Employer, or a successor following a Change in Control.


K.	“ Final Award ” means the total number of shares of Phantom Stock, if any, under an Award that the Committee has determined to have been earned by a Participant based on the level of achievement of the Performance Goal or Performance Goals applicable with respect to the Award, after the close of the last Performance Period for such Award.

“ Good Reason ” means a Participant terminates his Employment due one of the following actions by his Employer: (i) a diminution in the Participant’s title, position, authority, duties or responsibilities from those applicable to Participant preceding a Change in Control; (ii) a change in the geographic location at which the Participant must perform services, which shall mean requiring the Participant to be permanently based more than fifty (50) miles from the Participant’s principal Employer location; (iii) a diminution in the Participant’s Base Salary; or (iv) a diminution in the Participant’s bonus opportunity, incentive compensation or perquisites, if inconsistent with other executives of the Company with similar levels of authority, duties or responsibilities.


M.	“ Grant Date ” means the date an Award is granted to a Participant.


N.	“ Phantom Stock ” means a unit representing the value of one share of Common Stock under a Phantom Stock Award.

“ Qualifying Termination ” means a termination of the Participant’s Employment following a Change in Control due to (i) a termination of Employment by the Participant due to Good Reason, or (ii) an involuntary termination of the Participant’s Employment by the Company, its Subsidiary or a successor to the Company other than for Cause; provided, however , that a Participant’s termination of Employment will be considered to be a Qualifying Termination for Good Reason only if the Participant has provided written notice to the Company of the condition the Participant claims constitutes Good Reason within ninety (90) days of the initial

existence of such condition, the condition specified in the notice remains uncorrected for thirty (30) days after receipt of the notice by the Company, and the Participant actually terminates Employment after the thirty (30) day correction period and before the expiration of the time limit required of a Qualifying Termination.


P.	“ Participant ” has the meaning provided in Article III of this Program.


Q.	“ Performance Goal ” or “ Performance Goals ” shall be the Performance Objectives for the Performance Period selected by the Committee for the Participants with respect to an Award.


R.	“ Performance Period ” means the period or periods specified in an Award Notice and Agreement over which the designated Performance Goal or Performance Goals applicable to an Award will be measured.


S.	“ Plan Year ” means the 12-month period beginning on January 1 ^st and ending December 31 ^st .


T.	“Program ” means this Long-Term Incentive Program, as adopted by the Committee and described herein, as amended from time to time by the Committee.


U.	“ Valuation Date ” means the date the Committee determines the results of the Performance Goal(s) as set forth in Article IV.A of this Program.


III.	ESTABLISHMENT OF PERFORMANCE GOAL(S) AND PARTICIPATION


A.	For each Plan Year, the Committee has the sole and absolute discretion to decide whether Awards under the Program will be granted, and if so, the Performance Goal(s) that will be established with respect to the Awards.

If the Committee elects to grant Awards for a Plan Year, then, not later than the ninetieth (90 ^th ) day of the Plan Year in which the Award is granted, the Committee will establish the Performance Period(s) and Performance Goal(s) for such Awards and select each of the Employees who shall be eligible to participate in the Program (each, a “ Participant ”) and be granted an Award, along with any other terms and conditions, including any vesting requirements, applicable to the Award, all of which shall be evidenced in the Participant’s Award Notice and Agreement. For any Award, the Committee may use multiple Performance Periods.


IV.	CERTIFICATION OF PERFORMANCE GOAL(S) AND SETTLEMENT OF FINAL AWARD

As soon as practicable after the close of a Performance Period, but in no event later than the seventieth (70 ^th ) day thereafter (the “ Valuation Date ”), the Committee, in its sole discretion, shall determine and certify in writing the level at which the Performance Goal(s) were achieved for the Performance Period and, based on that determination, the number of shares of Phantom Stock (rounded up to the next whole

number) earned by each Participant who has been in continuous Employment at all times since the Grant Date through the Valuation Date for such Performance Period.

A Participant’s Final Award will be settled no later than the ninetieth (90 ^th ) day after the close of the Performance Period in shares of Common Stock; as such form of payment is specified in the Award Notice and Agreement. If an Award has multiple Performance Periods, the Final Award will be determined, certified and paid after the close of the last Performance Period. (For the avoidance of doubt, if an Award uses a combination of three (3) annual Performance Periods, then the Award will be a Final Award after the close of the last (i.e., third annual) Performance Period. Thus, the number of shares of Phantom Stock, if any, determined and certified by the Committee for an annual Performance Period will not be paid until the Award becomes a Final Award after the close of the last Performance Period for such Award.)


V.	FORFEITURE OF AWARD

Except as otherwise provided in an Award Notice and Agreement, if a Participant’s Employment terminates for any reason prior to the Valuation Date or if multiple Performance Periods, prior to the final Valuation Date for an Award, the Participant’s Award shall be forfeited immediately as of his Employment termination date and the Participant shall not be entitled to any shares or other amounts under the forfeited Award.


VI.	DIVIDEND EQUIVALENTS

Dividend Equivalent rights may be extended to and made part of any Award, subject to such terms, conditions and restrictions as the Committee may establish; provided, however , that no Dividend Equivalents shall be payable prior to settlement of a Final Award, and any Dividend Equivalents shall be paid in the form of shares of Common Stock unless otherwise determined by the Committee. Dividend Equivalents will not be credited with earnings or Dividend Equivalents, and shall be settled at the same time as the underlying Final Award by dividing the cash value of such Dividend Equivalents by the Fair Market Value of the Common Stock on the trading day immediately preceding the date of settlement of the Final Award (rounded up to the next whole number of shares).


VII.	WITHHOLDING

The Company’s obligation to deliver shares of Common Stock to the Participant in settlement of a Final Award shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “ Required Withholding ”). The Company shall have the right to deduct the Required Withholding, at the time of delivery or vesting of shares of Common Stock, an appropriate number of shares for the payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy the Required Withholding.


VIII.	NO EMPLOYMENT CONTRACT

The granting of an Award under the Program shall not impose upon the Company any obligation to maintain any Participant as an Employee and shall not diminish the power of the Company to terminate any Participant’s Employment at any time.


IX.	AMENDMENT OR TERMINATION

The Committee may amend or terminate this Program at any time; provided, however , that no such amendment or termination shall materially adversely affect the rights of any Participant under an Award that has been granted hereunder, without such Participant’s written consent.


X.	GENERAL PROVISIONS


A.	No right under this Program or the Plan shall be assignable, either voluntarily or involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature (except as may be required by state or federal law).


B.	Nothing in this Program or the Plan shall require the Company to segregate or set aside any funds or other property for the purpose of paying any portion of an Award. No Participant, beneficiary or other person shall have any right, title or interest in any amount awarded under this Program or the Plan before the payment date for the Award, or in any property of the Company or a Subsidiary.


C.	The Committee may specify in the Award Notice and Agreement such terms, conditions and restrictions as the Committee may determine, from time to time, in its sole discretion.


D.	Any amounts attributable to an Award granted under this Program shall be excluded from compensation for purposes of any 401(k) plan, or any other benefit, including but not limited to an Award under the Plan, life insurance or disability.


E.	Any amounts granted or paid under this Program are subject to the Insperity, Inc. Incentive Compensation Recoupment Policy or such other recoupment policy of the Company.

If a Participant is identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Final Award payable or settled on account of a separation from service that is deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant’s separation from service, (ii) the date of the Participant’s death, or (iii) such earlier date as complies with the requirements of Code Section 409A.

EXHIBIT 10.2

AWARD NOTICE AND AGREEMENT

(For Phantom Stock Awarded Under Long-Term Incentive Program)

This Award Notice and Agreement (this “ Agreement ”) is between Insperity, Inc. (the “ Company ”) and _______________ (the “ Grantee ”), an employee of the Company or one of its Subsidiaries, regarding an award (this “ Award ”) of _____________ shares (the “ Target Amount ”) of Phantom Stock (as defined in the Insperity, Inc. Long-Term Incentive Program (“ LTIP ”) adopted under the Insperity, Inc. 2012 Incentive Plan (the “ 2012 Incentive Plan ”)), awarded to the Grantee on ______________ (the “ Grant Date ”), subject to the following terms and conditions:

1. Relationship to LTIP. This Award is granted under the 2012 Incentive Plan pursuant to an award under the LTIP and is subject to all of the terms, conditions and provisions of, and administrative interpretations under, the 2012 Incentive Plan and the LTIP, if any, which have been adopted by the Committee thereunder. Any question of interpretation arising under this Agreement shall be determined by the Committee and its determinations shall be final and conclusive upon all parties in interest. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the LTIP, however, in the absence thereof, capitalized terms herein shall have the same meanings ascribed to them under the 2012 Incentive Plan.

2. Performance Determination; Vesting; Change in Control.

(a) Performance Determination . The Grantee’s Final Award, if any, shall be equal to the number of shares of Phantom Stock resulting from the Committee’s determination of the achievement of the Performance Goal(s) over the Performance Period(s) specified on Schedule A attached hereto.

(b) Vesting . Subject to Sections 3 and 4 below, the Grantee shall become vested in the Grantee’s Final Award upon the final Valuation Date of the last Performance Period applicable to this Award (the “ Final Valuation Date ”), provided that the Grantee has been in continuous Employment since the Grant Date though the Final Valuation Date.

(c) Change in Control . Upon a Change in Control after the Grant Date and prior to the Final Valuation Date, the Final Award shall be deemed to be the greater of (i) the Final Award as determined based on the actual performance achieved for the Performance Goal(s) through the last Performance Period applicable to the Award (if multiple Performance Periods), adjusted such that the Performance Period is deemed to end on the date of the Change in Control or (ii) the Target Level (as applicable, the “ Change in Control Value ”).

3. Qualifying Termination; Death; Disability.

(a) Qualifying Termination . Notwithstanding Section 2(b) above, if the Grantee remains in continuous Employment from the Grant Date through the date of the Grantee’s Qualifying Termination that occurs prior to the Final Valuation Date, then, upon the date of the Grantee’s Qualifying Termination, the Grantee shall vest in a Final Award equal to the Change in Control Value.

(b) Death or Disability . Notwithstanding Section 2(b) above, if the Grantee remains in continuous Employment from the Grant Date through the date of the Grantee’s death or Disability that occurs prior to the Final Valuation Date, then the Grantee shall be entitled to a Final Award based on actual achievement of the Performance Goal(s) during the Performance Period(s) pro-rated by a fraction, the numerator of which shall be the total number of days of the Grantee’s Employment from the Grant Date through the date of the Grantee’s death or Disability, as applicable, and the denominator of which shall be the total number of days encompassing the first day of the first Performance Period and the last day of the last Performance Period applicable to the Award (if multiple Performance Periods).

4. Forfeiture of Award. If the Grantee’s Employment terminates other than by reason of death, Disability or Qualifying Termination prior to the Final Valuation Date, this Award shall be forfeited as of the date of the Grantee’s termination of Employment. Except in the case of a Qualifying Termination, the Company has sole discretionary authority to determine when a Grantee’s Employment terminates for all purposes under this Agreement, the LTIP and the 2012 Incentive Plan.

5. Settlement of Final Award. Settlement of the Grantee’s Final Award, if any, as determined pursuant to Section 2, Section 3(a) or Section 3(b) shall be made in the form of shares of Common Stock on the date that is seventy-five (75) days after the end of the last Performance Period applicable to the Award.

6. No Voting Rights; Dividend Equivalents.

(a) The Grantee shall have no voting rights in connection with Phantom Stock.

(b) If any dividends are paid with respect to the Common Stock between the Grant Date and the date of settlement of the Grantee’s Final Award, the Grantee will be conditionally credited with Dividend Equivalents. Upon settlement of the Grantee’s Final Award, the Grantee will receive additional shares of Common Stock determined by (i) multiplying the aggregate amount of Dividend Equivalents credited between the Grant Date and the date of settlement of the Grantee’s Final Award for a share of Phantom Stock, by the total number of shares of Phantom Stock covered by the Grantee’s Final Award and (ii) dividing such product by the Fair Market Value of the Common Stock on the trading day immediately preceding the date of settlement of the Final Award (rounded up to the next whole number of shares).

7. Limitation on Delivery of Shares. The Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any national securities exchange or inter-dealer quotation system upon which the Common Stock is listed or quoted. In no event shall the Company be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.

8. Assignment of Award. Except as otherwise permitted by the Committee, the Grantee’s rights under the LTIP, 2012 Incentive Plan and this Agreement are personal; no assignment or transfer of the Grantee’s rights under and interest in this Award may be made by the Grantee other than by will or by the laws of descent and distribution or by a qualified domestic relations order, and this Award is payable during his lifetime only to the Grantee, or in the case of a Grantee who is mentally incapacitated, this Award shall be payable to his guardian or legal representative.

9. Award is Unfunded. Nothing in this Agreement, the LTIP or the Plan shall require the Company to segregate or set aside any funds or other property for the purpose of paying any portion of an Award. No Participant, beneficiary or other person shall have any right, title or interest in any amount awarded under this Agreement, the LTIP or the Plan before the payment date for the Award, or in any property of the Company or a Subsidiary.

10. Withholding. The Company’s obligation to deliver shares of Common Stock to the Grantee upon settlement of this Award shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “ Required Withholding ”). The Company shall withhold from the Common Stock that would otherwise have been delivered to the Grantee the number of shares necessary to satisfy the Grantee’s Required Withholding, and deliver the remaining whole shares of Common Stock to the Grantee, unless the Grantee has made arrangements with the Company for the Grantee to deliver to the Company cash, a check or other available funds for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date the shares of Common Stock become vested. The amount of the Required Withholding and the number of shares of Common Stock to be withheld by the Company, if applicable, to satisfy the Grantee’s Required Withholding, shall be based on the Fair Market Value of the shares of Common Stock on the first trading date prior to the applicable settlement date and shall be limited to the withholding amount calculated using the minimum statutory withholding rates.

11. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Grantee, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Grantee may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein.

12. Right to Employment or Service. The granting of this Award shall not impose upon the Company any obligation to maintain any Participant as an Employee and shall not diminish the power of the Company to terminate any Participant's Employment at any time. The

Company and its Subsidiaries reserve the right to terminate a Grantee’s Employment at any time, with or without Cause.

13. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any of the other terms, provisions, covenants, or conditions of this Agreement, each of which shall be binding and enforceable.

14. Governing Law. This Agreement, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by, construed, and enforced in accordance with the laws of the State of Texas.

15. Code Section 409A. It is the intent of the Company and the Grantee that this Award comply with the requirements of Code Section 409A and the provisions of this Agreement will be administered, interpreted and construed accordingly. For purposes of Code Section 409A, the time of settlement of this Award specified in Section 5 is a specified time within the meaning of Treasury Regulation § 1.409A-3(i)(1).

16. Entire Agreement; Binding Effect. This Agreement shall cover all shares of Phantom Stock and Common Stock acquired by the Grantee pursuant to this Agreement, including any community and/or separate property interest owned by the Grantee’s spouse in said shares. All terms, conditions and limitations on transferability imposed under this Agreement upon shares acquired by the Grantee shall apply to any interest of the Grantee’s spouse in such shares. This Agreement, the LTIP and the 2012 Incentive Plan constitute the entire understanding between the parties regarding this Award, and supersede any and all prior written or oral agreements between the parties with respect to the subject matter hereof. There are no representations, agreements, arrangements, or understanding, either written or oral, between or among the parties with respect to the subject matter hereof which are not set forth in this Agreement, the LTIP or the 2012 Incentive Plan. This Agreement is binding upon the Grantee’s heirs, executors and personal representatives with respect to all provisions hereof. Except as set forth herein, this Agreement cannot be modified, altered or amended, to the detriment of the Grantee, except by an agreement, in writing, signed by both a duly authorized executive officer of the Company and the Grantee.

INSPERITY, INC.

By:
Name: Eli Jones

Title: Chairman of the

Compensation Committee

ACKNOWLEDGEMENT AND ACCEPTANCE BY THE GRANTEE

I, _________________________, the undersigned Grantee, hereby acknowledge that I have received copies of the Insperity, Inc. Long-Term Incentive Program (the “ LTIP ”) and the Insperity, Inc. 2012 Incentive Plan (the “ 2012 Incentive Plan ”) and that I will consult with and rely upon only my own tax, legal and financial advisors regarding the consequences and risks of the Award. I hereby agree to and accept the foregoing Award Notice and Agreement, subject to the terms and provisions of this Agreement, the LTIP, and the 2012 Incentive Plan and administrative interpretations thereof referred to above.

GRANTEE:

Date: