EX-10.2






RESTRICTED STOCK AWARD AGREEMENT




Pursuant to the




FINANCIAL INSTITUTIONS, INC.




2009 MANAGEMENT STOCK INCENTIVE PLAN




Name of Participant:       



Date of Grant:       



Number of Shares:       



Value of each Share on Date of Grant: $       



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.



This Agreement is intended to satisfy the requirements for long term restricted stock grants
under the Department of Treasury’s interim final regulations governing executive compensation for
recipients of financial assistance under the Troubled Asset Relief Program, 31 CFR part 30, and
related guidance (the “TARP Rules”), whose requirements are hereby incorporated by reference. This
Agreement shall be interpreted and construed in accordance with that intent, and the award under
this Agreement is subject to the TARP Rules.



The Committee and the Participant hereby agree as follows:



1. Grant of Shares. The Committee hereby grants to the Participant, as of the Date of
Grant, subject to and in accordance with the terms and conditions of the Plan, the TARP Rules and
this Agreement,        shares of the Company’s Common Stock, par value $.01 per share (the
“Common Stock”). The grant of shares of Common Stock to the Participant, evidenced by this
Agreement, is an award of Restricted Stock (as defined in the Plan) and such shares of Restricted
Stock are referred to herein as the “Shares.”



2. Vesting of Shares. Ownership of the Shares shall vest pursuant to the following
vesting schedule, provided that the Participant provides substantial services and remains in
continuous employment with the Company (or an affiliated entity that is treated along with the
Company as a TARP Recipient (within the meaning of the TARP Rules)) until the date the Shares vest:



	 	 	 	 	 
	Anniversary of Date of Grant	 	Shares Vested
	Fourth Anniversary of Date of Grant

	 	 	100	%






Notwithstanding the foregoing vesting schedule, if prior to the fourth year anniversary of the
Date of Grant the Participant’s employment with the Company (or an affiliated entity that is
treated along with the Company as a TARP Recipient (within the meaning of the TARP Rules))
terminates because of death or disability all Shares not yet vested shall become immediately
vested. Furthermore, notwithstanding the foregoing, if the Participant is age 62 or older on the
Date of Grant and provides substantial services and remains in continuous employment with the
Company (or an affiliated entity that is treated along with the Company as a TARP Recipient (within
the meaning of the TARP Rules)) until the second year anniversary of the Date of Grant, the Shares
shall become immediately vested on the second year anniversary of the Date of Grant.



3. Forfeiture. Shares that do not become vested in accordance with the vesting
criteria set forth in Section 2 shall be forfeited to the Company.



4. TARP Transferability Restrictions. Vested Shares awarded under this Agreement
shall not become transferable (as defined in 26 CFR 1.83–3(d)), at any time earlier than permitted
under the following schedule (except as necessary to reflect a merger or acquisition of the TARP
Recipient (within the meaning of the TARP Rules)):




	 	(a)	 	25% of the Shares granted at the time of repayment of 25% of
the aggregate financial assistance received.






	 	(b)	 	An additional 25% of the Shares granted (for an aggregate total
of 50% of the Shares) at the time of repayment of 50% of the aggregate
financial assistance received.






	 	(c)	 	An additional 25% of the Shares granted (for an aggregate total
of 75% of the Shares granted) at the time of repayment of 75% of the aggregate
financial assistance received.






	 	(d)	 	The remainder of the Shares granted at the time of repayment of
100% of the aggregate financial assistance received.





Notwithstanding the foregoing, in the case of Restricted Stock for which the Participant does
not make an election under section 83(b) of the Internal Revenue Code (26 U.S.C. 83(b)), at any
time beginning with the date upon which the Restricted Stock becomes substantially vested (as
defined in 26 CFR 1.83–3(b)) and ending on December 31 of the calendar year including that date, a
portion of the Restricted Stock may be made transferable as may reasonably be required to pay the
Federal, State, local, or foreign taxes that are anticipated to apply to the income recognized due
to this vesting, and the amounts made transferable for this purpose shall not count toward the
percentages in the schedule above.



5. Legend. Each share certificate representing the Shares shall bear a legend
indicating that such Shares are “Restricted Stock” and are subject to the provisions of this
Agreement and the Plan.



6. Withholding Taxes. If the Participant is an employee of the Company or any of its
Subsidiaries, the Participant shall remit to the Company in cash the amount needed to satisfy any
federal, state or local withholding taxes that may arise or be applicable as the result of the
award or vesting of the Shares. The Participant may, with the Committee’s consent, elect to
satisfy, totally or in part, such Participant’s obligations pursuant to this section by electing to
have Shares withheld, or to deliver previously owned Shares that have been held for at least six
(6) months, provided that the election is made in writing on or prior to the vesting of shares
pursuant to Section 2 hereof.



7. General Restrictions on Issuance of Stock Certificates. The Company shall not be
required to deliver any certificate representing the Shares until it has been furnished with such
opinions, representations or other documents as it may deem necessary or desirable, in its
discretion, to ensure compliance with any law or rules of the Securities and Exchange Commission or
any other governmental authority having jurisdiction under the Plan or over the Company, the
Participant, or the Shares or any interests granted thereunder.



8. Rights as Shareholder. Except for the transfer and other restrictions set forth
elsewhere in this Agreement and in the Plan, the Participant, as record holder of the Shares, shall
possess all the rights of a holder of the Company’s Common Stock (including voting rights);
provided, however, that the Participant shall not have the right to receive any dividends on
unvested Shares; and provided further, however, that prior to becoming vested and transferable the
certificates representing such Shares shall be held by the Company for the benefit of the
Participant. As the Shares become vested and transferable, certificates representing such Shares
shall be released to the Participant. As noted above, the Participant shall not receive any
dividends on unvested Shares, and such dividends shall be permanently forfeited.



9. Transferability — Restricted Share Certificates. The Shares may not be sold,
transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated until they
become fully vested and transferable in accordance with Sections 2 and 4 of this Agreement and then
only to the extent permitted under this Agreement and the Plan and by applicable securities laws.
Prior to full vesting and transferability, all rights with respect to the Shares granted to a
Participant under the Plan shall be available, during such Participant’s lifetime, only to such
Participant.



10. Stock Power. Concurrently with the execution of this Agreement, the Participant
shall deliver to the Company a stock power, endorsed in blank, relating to the Shares. Such stock
power shall be in the form attached hereto as Exhibit A. The stock power with respect to any
certificate representing Shares that do not vest shall be completed in the name of the Company by
an officer of the Company, and the Shares shall be returned to either authorized but unissued
shares or treasury shares, depending on their original source.



11. Section 83(b) Election. The Participant may elect, within 30 days of the Date of
Grant pursuant to Section 83(b) of the Internal Revenue Code, to include in his or her gross income
the fair market value of the Shares covered by this Agreement in the taxable year of grant. The
election must be made by filing the appropriate notice with the Internal Revenue Service within 30
days of the Date of Grant. If the Participant makes this election, the Participant shall promptly
notify the Company by submitting to the Committee a copy of the election notice filed with the
Internal Revenue Service.



12. Adjustment of Shares. As provided by the Plan, in the event of any change in the
Common Stock of the Company by reason of any stock dividend, stock split, recapitalization,
reorganization, merger, consolidation, split-up, combination, or exchange of Shares, or of any
similar change affecting the Common Stock, the Shares shall be adjusted automatically consistent
with such change to prevent substantial dilution or enlargement of the rights granted to, or
available for, the Participant hereunder.



13. No Employment Rights. Neither the Plan nor this award shall confer upon the
Participant any right with respect to continuance of employment by the Company or any affiliate nor
shall they interfere in any way with the right of the Company or any affiliate to terminate the
Participant’s employment at any time, with or without cause.



14. Coordination with Plan. The Employee hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all of the terms and provisions thereof including any that may
conflict with those contained in this Agreement. Capitalized terms used in this Agreement shall
have the meaning given to such terms under the Plan.



15. Notices. All notices to the Company shall be in writing and sent to the Company’s
Corporate Secretary at the Company’s offices. Notices to the Employee shall be addressed to the
Employee at the Employee’s address as it appears on the Company’s records.



IN WITNESS WHEREOF, the Committee and the Participant have caused this Restricted Stock
Agreement to be executed on the date set forth opposite their respective signatures, it being
further understood that the Date of Grant may differ from the date of signature.



	 	 	 	 	 
	Dated:
	 	     
	 	FOR THE COMMITTEE:

	 	 	 	 	By:

	 	 	 	 	 

	 	 	 	 	Name:     

Title:      

	Dated:
	 	     
	 	PARTICIPANT







1




EXHIBIT A




STOCK POWER




FOR VALUE RECEIVED, the undersigned does hereby sell, assign and



transfer to Financial Institutions, Inc. (the “Company”),        shares of the Company’s


common stock represented by Certificate No.   . The undersigned authorizes the


Secretary of the Company to transfer the stock on the books of the Company in


the event of the forfeiture of any shares issued under the Restricted Stock


Agreement dated as of        20       between the Company and the undersigned.



Dated:       



     


[Participant’s Name]




2