Starboard Value Nominates Director Candidates to Insperity, Inc. (NSP)’s Board

Page 22 of 26 SEC Filing

H.	Principal Co

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,986,958 Shares owned by Starboard V&O Fund, (ii) 444,820 Shares owned by Starboard S LLC, (iii) 241,324 Shares owned by Starboard C LP and (iv) 662,874 Shares held in the Starboard Value LP Account.

Percentage: Approximately 15.7%

(b)

1. Sole power to vote or direct vote: 3,335,976

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,335,976

4. Shared power to dispose or direct the disposition: 0

(c)

Principal Co has not entered into any transactions in the Shares during the past sixty days.

I.	Principal GP

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,986,958 Shares owned by Starboard V&O Fund, (ii) 444,820 Shares owned by Starboard S LLC, (iii) 241,324 Shares owned by Starboard C LP and (iv) 662,874 Shares held in the Starboard Value LP Account.

Percentage: Approximately 15.7%

(b)

1. Sole power to vote or direct vote: 3,335,976

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,335,976

4. Shared power to dispose or direct the disposition: 0

(c)

Principal GP has not entered into any transactions in the Shares during the past sixty days.

J.

Mr. Feld

(a)

As of the date hereof, Mr. Feld directly owned 1,120 Shares. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,986,958 Shares owned by Starboard V&O Fund, (ii) 444,820 Shares owned by Starboard S LLC, (iii) 241,324 Shares owned by Starboard C LP and (iv) 662,874 Shares held in the Starboard Value LP Account.

Percentage: Approximately 15.7%

(b)

1. Sole power to vote or direct vote: 1,120

2. Shared power to vote or direct vote: 3,335,976

3. Sole power to dispose or direct the disposition: 1,120

4. Shared power to dispose or direct the disposition: 3,335,976

(c)

Mr. Feld has not entered into any transactions in the Shares during the past sixty days.

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