EX-10.22



 





	 	 	 
	EX-10.22
	 	 
	(Exhibit 10.22)

	 	2007 Director (Non-management) Compensation






Director (Non-management) Compensation




Financial Institutions, Inc.




	 	 	 	 	 
	Annual Retainer
	 	 	 	 
	Chairman of the Board
	 	$	40,000	 
	Chairman of
the Audit Committee
	 	$	15,000	 
	Other Board Members
	 	$	10,000	 
	 
	 	 	 	 
	Board Meeting Fee
	 	 	 	 
	Chairman of the Board
	 	$	3,000	 
	Other Board Members
	 	$	1,200	 
	Teleconference Board Meeting
	 	 	 	 
	Chairman of the Board
	 	$	2,000	 
	Other Board Members
	 	$	800	 
	 
	 	 	 	 
	Board Committee Fees
	 	 	 	 
	Chairman of the Committee
	 	$	1,550	 
	Other Committee Members
	 	$	750	 
	Teleconference Committee Meeting
	 	 	 	 
	Chairman of the Committee
	 	$	1,000	 
	Other Committee Members
	 	$	500	 






Five Star Bank




	 	 	 	 	 
	Annual Retainer
	 	 	 	 
	Chairman of the Board
	 	$	30,000	 
	Chairman of the Audit
Committee
	 	$	5,000	 
	Other Board Members
	 	$	5,000	 
	 
	Board
Meeting Fee
	 	 	 	 
	Chairman of the Board
	 	$	0	(1)
	Other Board Members
	 	$	0	(1)
	Teleconference Board Meeting
	 	 	 	 
	Chairman of the Board
	 	$	0	(1)
	Other Board Members
	 	$	0	(1)
	 
	 	 	 	 
	Board Committee Fees
	 	 	 	 
	Chairman of the Committee
	 	$	0	(1)
	Other Committee Members
	 	$	0	(1)
	Teleconference Committee Meeting
	 	 	 	 
	Chairman of the Committee
	 	$	0	(1)
	Other Committee Members
	 	$	0	(1)






 




			
	(1)	 	No Board or Board Committee Fee will be paid for a Five Star Bank Board meeting held on the
same day as a Financial Institutions, Inc. meeting. In the event the Five Star Bank Board or a
Committee of the Five Star Bank Board meets on a day other than a day of a Financial Institutions,
Inc. meeting, Board and Committee fees will be paid in the same amounts as Financial Institutions,
Inc. Board or Committee fees.



Financial Institutions, Inc. and Five Star Bank will pay 50% of the annual retainers at the
Company’s annual organizational meeting which is scheduled for May 2, 2007 and 50% six months
thereafter. The first 50% of the annual retainers will be paid with the issuance of shares of the
Company’s stock equal to the number of shares represented by the value of 50% of the annual
retainers divided by the Company’s closing market price on the date of the annual organization
meeting. The second 50% of the annual retainers will be paid in cash. Each director may elect to
receive the first 50% of the annual retainers in cash instead of the Company’s stock. Also the
Chairman of the Board will be provided with the use of a Company owned vehicle and all other
Directors will receive a mileage reimbursement for travel to Board and Committee meetings.



In addition, non-management directors will be granted nonqualified stock options under the
Company’s 1999 Directors Stock Incentive Plan at the 2007 Company annual organizational meeting.
Grants will be for 1,000 shares to each Financial Institutions, Inc. Director and 1,000 shares to
each Five Star Bank Director. The exercise price of the grants will be the fair market value of
the common stock at the time the option is granted. Each
option will vest over a three-year period with 33 1/3% vesting each year on the anniversary date of
the grant. Each option will have an expiration date ten years from the date of the grant.