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

On February 19, 2013, the Board of Directors (the "Board") of Insperity, Inc. approved the adoption of the First Amendment (the "Incentive Plan Amendment") to the Insperity, Inc. 2012 Incentive Plan (the "Plan"). The purpose of the Incentive Plan Amendment was to amend the terms of the Plan to no longer automatically accelerate vesting of awards upon a change in control, if the terms of an award agreement provide otherwise.

The foregoing descriptions of the Incentive Plan Amendment and the award agreements are not complete and are qualified in their entirety by reference to the complete documents, which are filed as Exhibits 10.1 to 10.5 to this Current Report on Form 8-K and are incorporated herein by reference.

Also on February 19, 2013, the Board approved an amendment to the Insperity, Inc. Directors Compensation Plan (the "Compensation Plan Amendment"). The purpose of the Compensation Plan Amendment was to reflect changes to director compensation set forth on Appendix A to such plan. The foregoing description of the Compensation Plan Amendment is qualified in its entirety by reference to the complete document, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 - First Amendment to the Insperity Inc. 2012 Incentive Plan
10.2 - Form of Employee Restricted Stock Award Agreement
10.3 - Form of New Hire Employee Restricted Stock Award Agreement
10.4 - Form of Named Executive Officer Restricted Stock Award Agreement
10.5 - Form of Director Restricted Stock Award Agreement (Initial Grant)
10.6 - Amendment to the Directors Compensation Plan

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