AGREEMENT BY AND BETWEEN The Bath National Bank Bath, New York and The Office of the Comptroller of the CurrencyAgreement • September 5th, 2003 • Financial Institutions Inc • National commercial banks
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 23rd, 1999 • Financial Institutions Inc • National commercial banks • New York
FINANCIAL INSTITUTIONS, INC. (a New York corporation) 2,446,500 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2011 • Financial Institutions Inc • National commercial banks • New York
EX-10.9 (Exhibit 10.9) Employment Agreement-Patrick C. Burke EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of the 22nd day of October, 2001, between FINANCIAL INSTITUTIONS, INC. ("Employer" or "FII"), a...Employment Agreement • March 11th, 2002 • Financial Institutions Inc • National commercial banks • New York
FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:Indenture • October 29th, 2021 • Financial Institutions Inc • National commercial banks • New York
INDENTURE dated as of , 20 , between FINANCIAL INSTITUTIONS, INC., a New York corporation (the “Company”), having its principal office at 220 Liberty Street, Warsaw, New York 14569, and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), an office at 1100 North Market Street, Wilmington, Delaware 19890.
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of the 1st day of May , 2001, between Bath National Bank ("Employer"), a bank chartered under the laws of New York having its principal office at...Employment Agreement • May 11th, 2001 • Financial Institutions Inc • National commercial banks • New York
EX-1.1 (Exhibit 1.1) Term and Revolving Credit Loan Agreements between the Company and M&T Bank, dated December 15, 2003 TERM LOAN CREDIT AGREEMENT Dated as of December 15, 2003Credit Agreement • March 19th, 2004 • Financial Institutions Inc • National commercial banks • New York
EX-10.5 (Exhibit 10.5) Employment Agreement-Jon J. CooperEmployment Agreement • March 11th, 2002 • Financial Institutions Inc • National commercial banks • New York
Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE IT IS HEREBY AGREED among FINANCIAL INSTITUTIONS, INC. (the "Company"), THE NATIONAL BANK OF GENEVA (the "Bank"), and Thomas L. Kime ("Executive") that: 1. Executive's employment with the Company and the...Separation Agreement and Release • May 15th, 2003 • Financial Institutions Inc • National commercial banks
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • November 6th, 2020 • Financial Institutions Inc • National commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 7, 2020, and is made by and among Financial Institutions, Inc., a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2020 • Financial Institutions Inc • National commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 7, 2020 and is made by and among Financial Institutions, Inc. a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
AGREEMENT BY AND BETWEEN National Bank of Geneva Geneva, New York and The Office of the Comptroller of the CurrencyAgreement by And • September 5th, 2003 • Financial Institutions Inc • National commercial banks
FINANCIAL INSTITUTIONS, INC.Indenture • October 7th, 2020 • Financial Institutions Inc • National commercial banks • New York
This INDENTURE dated as of October 7, 2020 is between Financial Institutions, Inc., a New York corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2023 • Financial Institutions Inc • National commercial banks • New York
THIS AGREEMENT, dated as of _________, 20__, is by and between Financial Institutions, Inc., a New York corporation (the “Company”), and [●] (the “Indemnitee”)(collectively the “Parties”).
FINANCIAL INSTITUTIONS, INC. Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of April 15, 2015 SUBORDINATED DEBT SECURITIES FINANCIAL INSTITUTIONS, INC. CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH...Financial Institutions Inc • April 15th, 2015 • National commercial banks • New York
INDENTURE dated as of April 15, 2015, between FINANCIAL INSTITUTIONS, INC. a New York corporation (the “Company”), having its principal office at 220 Liberty Street, Warsaw, New York 14569, and Wilmington Trust, National Association, a national banking association (the “Trustee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890.
EXECUTIVE AGREEMENTExecutive Agreement • May 23rd, 2013 • Financial Institutions Inc • National commercial banks • New York
May 22, 2013 (“Effective Date”), between Financial Institutions, Inc. (“FII”), a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty Street, Warsaw, New York, 14569 and Kevin B. Klotzbach (the “Executive”).
EXECUTIVE AGREEMENTExecutive Agreement • March 15th, 2021 • Financial Institutions Inc • National commercial banks • New York
This Executive Agreement (this “Agreement”) is made and entered into as of __________, 20__ (the “Effective Date”), by and between Financial Institutions, Inc., a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty Street, Warsaw, New York 14569 (“Financial Institutions”), and ____________________, an individual residing at the address set forth on Schedule A (the “Executive”).
EXECUTIVE AGREEMENTExecutive Agreement • June 30th, 2005 • Financial Institutions Inc • National commercial banks • New York
This Executive Agreement (“Agreement”) is made and entered into as of the 8th day of June 2005 (“Effective Date”), between Financial Institutions, Inc. (“FII”), a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty Street, Warsaw, New York, 14569; and James T. Rudgers (the “Executive”), an individual residing at 3849 Grayshores Road, Geneseo, New York 14454.
RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC.Restricted Stock Unit Award Agreement • March 9th, 2023 • Financial Institutions Inc • National commercial banks • New York
This RESTRICTED 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 Restricted 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.
ASSIGNMENT, PURCHASE AND ASSUMPTION AGREEMENT by and between FIRST NIAGARA BANK, NATIONAL ASSOCIATION and FIVE STAR BANK JANUARY 19, 2012Assignment, Purchase and Assumption Agreement • March 9th, 2012 • Financial Institutions Inc • National commercial banks • New York
This ASSIGNMENT, PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 19, 2012, is between First Niagara Bank, National Association, a national banking association with its principal office in Buffalo, New York (“Assignor”), and Five Star Bank, a New York State chartered bank with its principal office in Warsaw, New York (“Purchaser”).
Exhibit 10.1 July 3, 2002 PERSONAL AND CONFIDENTIAL Mr. John R. Koelmel 5576 Oakridge Drive Hamburg, New York 14075 Dear John: Re: Confidential Separation Agreement and General Release This letter (the "Letter Agreement") will confirm your resignation...Letter Agreement • November 13th, 2002 • Financial Institutions Inc • National commercial banks
PURCHASE AND ASSUMPTION AGREEMENT by and among FIRST NIAGARA BANK, NATIONAL ASSOCIATION and FIVE STAR BANK JANUARY 19, 2012Purchase and Assumption Agreement • March 9th, 2012 • Financial Institutions Inc • National commercial banks • New York
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 19, 2012, is between First Niagara Bank, National Association, a national banking association with its principal office in Buffalo, New York (“Seller”), and Five Star Bank, a New York State chartered bank with its principal office in Warsaw, New York (“Purchaser”).
AMENDED AND RESTATED EXECUTIVE AGREEMENTAmended And • May 23rd, 2013 • Financial Institutions Inc • National commercial banks • New York
This Amended and Restated Executive Agreement (“Agreement”) is made and entered into as of May 22, 2013 (“Effective Date”), between Financial Institutions, Inc. (“FII”), a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty Street, Warsaw, New York, 14569 and
EXECUTIVE AGREEMENTExecutive Agreement • June 30th, 2005 • Financial Institutions Inc • National commercial banks
This Executive Agreement (“Agreement”) is made and entered into as of the 8th day of June, 2005 (“Effective Date”), between Financial Institutions, Inc. (“FII”), a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty Street, Warsaw, New York, 14569; and Martin K. Birmingham (the “Executive”), an individual residing at 14 Northstone Rise, Pittsford, new York 14534.
SEPARATION AND SETTLEMENT AGREEMENT AND RELEASESeparation and Settlement Agreement and Release • 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).
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.
FINANCIAL INSTITUTIONS, INC.Master Agreement • May 7th, 2013 • Financial Institutions Inc • National commercial banks • New York
This 2013 Performance Program Master Agreement (this “Master Agreement”) relating to a grant (the “Award”) of restricted stock of Financial Institutions, Inc. (the “Company”), dated as of the Award Date set forth in the Award Certificate, is made by and between the Company and each Participant pursuant to the Financial Institutions, Inc. 2009 Management Stock Incentive Plan (the “Plan”). The Award Certificate is included with and made part of this Master Agreement. In this Master Agreement and each Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan, except as herein defined.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 1st, 2010 • Financial Institutions Inc • National commercial banks
This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of 20 , is made between Financial Institutions, Inc. (the “Company”) and the above-named individual (the “Participant”) to record the granting of Restricted Stock on (the “Date of Grant”) to the Participant pursuant to the Financial Institutions, Inc. 2009 Management Stock Incentive Plan (the “Plan”) by the Company’s Compensation Committee (the “Committee”) pursuant to Section 2 of the Plan.
SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASESeverance and Settlement Agreement and Release • March 8th, 2019 • Financial Institutions Inc • National commercial banks • New York
This SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made and entered into between Michael D. Burneal("Employee"), residing at 15 Canterbury Trail, Fairport, NY 14450 and Five Star Bank ("Employer'' or the “Company”), a corporation under the New York Banking Law with its principal office at 200 Liberty Street, Warsaw, New York 14569 (collectively, "Parties" and each individually "Party") as of December 31, 2018 (the "Effective Date").
EXECUTIVE AGREEMENTExecutive Agreement • September 14th, 2005 • Financial Institutions Inc • National commercial banks • Wyoming
This Executive Agreement (“Agreement”) is made and entered into as of the 7th day of September, 2005 (“Effective Date”), between Financial Institutions, Inc. (“FII”), a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty Street, Warsaw, New York, 14569; and John J. Witkowski (the “Executive”), an individual residing at 436 Hammocks Drive, Orchard Park, New York 14127.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 28th, 2006 • Financial Institutions Inc • National commercial banks
This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of 20 , is made between Financial Institutions, Inc. (the “Company”) and the above-named individual (the “Participant”) to record the granting of Restricted Stock on (the “Date of Grant”) to the Participant pursuant to the Financial Institutions, Inc. 1999 Management Stock Incentive Plan (the “Plan”) by the Company’s Compensation Committee (the “Committee”) pursuant to Section 2 of the Plan.
RESTRICTED STOCK AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC.Restricted Stock Award Agreement • March 9th, 2012 • Financial Institutions Inc • National commercial banks • New York
This RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of [ ], is made between Financial Institutions, Inc. (the “Company”) and the above-named individual (the “Participant”) to record the grant to the Participant by the Company’s Management Development and Compensation Committee (the “Committee”) of an award of restricted stock (the “Award”) on the Date of Grant set forth above pursuant to Section 7 of the Financial Institutions, Inc. 2009 Management Stock Incentive Plan (the “Plan”).
FINANCIAL INSTITUTIONS, INC. Common Stock, $0.01 Par Value Per Share Sales Agency AgreementFinancial Institutions Inc • May 30th, 2017 • National commercial banks • New York
Financial Institutions, Inc., a New York corporation (the “Company”), the holding company for Five Star Bank, a New York chartered bank (the “Bank”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent and/or principal (the “Agent”) shares of the common stock, $.01 par value per share (“Common Stock”), of the Company, having an aggregate gross sales price of up to $40.0 million (the “Shares”) on the terms set forth in this agreement (the “Agreement”). The Company agrees that whenever it determines to sell the Common Stock directly to the Agent, as principal or otherwise other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”).
CONSULTING AGREEMENTConsulting Agreement • April 1st, 2016 • Financial Institutions Inc • National commercial banks • New York
This Consulting Agreement (this “Agreement”) is made and entered into as of March 31, 2016, by and between Financial Institutions, Inc., a bank holding company chartered under the laws of the State of New York (the “Company”), and Richard J. Harrison (the “Consultant”).
RESTRICTED STOCK AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC.Restricted Stock Award Agreement • August 5th, 2015 • Financial Institutions Inc • National commercial banks • New York
This RESTRICTED STOCK 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 Restricted Stock Award (the “Award”) on the Date of Grant set forth above pursuant to Section 6.4 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.
