0001564590-21-026063 Sample Contracts

SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE
Separation and Settlement Agreement • May 10th, 2021 • Financial Institutions Inc • National commercial banks • New York

This SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made and entered into between Joseph L. Dugan (“Employee”), residing at ##### and Financial Institutions, Inc. and its subsidiaries and affiliated entities including Five Star Bank (“Bank”), Five Star REIT, Inc., SDN Insurance Agency, LLC, Courier Capital, LLC, and HNP Capital, LLC (collectively “Employer” or “Company”), a company with its principal office at 220 Liberty Street, Warsaw, New York 14569 (collectively, “Parties” and each individually “Party”) as of the Effective Date (as defined below).

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YEAR] PERFORMANCE STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC.
Performance Stock Unit Award Agreement • May 10th, 2021 • Financial Institutions Inc • National commercial banks • New York

This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [DATE], is made between Financial Institutions, Inc. (the “Company”) and the above-named individual (the “Participant”) to record the grant to the Participant of a Performance Stock Unit Award (the “Award”) on the Date of Grant set forth above pursuant to Section 6.5 of the Financial Institutions, Inc. 2015 Long-Term Incentive Plan (the “Plan”). Capitalized terms not defined in this Agreement shall have the meaning given to such terms under the Plan.

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