Exhibit 99.3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Insperity, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
Dated: January 20, 2015
| STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | STARBOARD VALUE GP LLC | |||||||
| By: | Starboard Value LP, | By: | Starboard Principal Co LP, | |||||
| its investment manager | its member | |||||||
| STARBOARD VALUE AND OPPORTUNITY S LLC | STARBOARD PRINCIPAL CO LP | |||||||
| By: | Starboard Value LP, | By: | Starboard Principal Co GP LLC, | |||||
| its manager | its general partner | |||||||
| STARBOARD VALUE AND OPPORTUNITY C LP | STARBOARD PRINCIPAL CO GP LLC | |||||||
| By: | Starboard Value R LP, | |||||||
| its general partner | STARBOARD VALUE R GP LLC | |||||||
| STARBOARD VALUE R LP | ||||||||
| By: | Starboard Value R GP LLC, | |||||||
| its general partner | ||||||||
| STARBOARD VALUE LP | ||||||||
| By: | Starboard Value GP LLC, | |||||||
| its general partner | ||||||||
| By: | /s/ Jeffrey C. Smith | |||
| Name: | Jeffrey C. Smith | |||
| Title: | Authorized Signatory | |||
/s/ Jeffrey C. Smith |
| JEFFREY C. SMITH |
| Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, and Kenneth H. Traub |