0000950170-23-007010 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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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.

DIRECTOR ANNUAL RESTRICTED STOCK AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC.
Annual Restricted Stock Award Agreement • March 9th, 2023 • 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 “Director”) to record the grant to the Director 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.

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