EXHIBIT 10.8
FINANCIAL INSTITUTIONS, INC.
2009 MANAGEMENT STOCK INCENTIVE PLAN
1. BACKGROUND AND PURPOSE
Financial Institutions, Inc. (the “Company”) hereby establishes the Financial Institutions, Inc. 2009
Management Stock Incentive Plan (the “Plan”). The purpose of this Plan is to enable the Company and its
subsidiaries to attract and retain key employees and provide them with an incentive to maintain and enhance the
Company’s long-term performance record. It is intended that this purpose will best be achieved by granting eligible
key employees incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”), and restricted stock
grants, individually or in combination, under this Plan pursuant to the rules set forth in Sections 83, 162(m), 421
and 422 of the Internal Revenue Code, as amended from time to time.
2. ADMINISTRATION
The Plan shall be administered by the Company’s Compensation Committee (the “Committee”). This
Committee shall consist of at least two members of the Company’s Board of Directors all of whom shall, unless the
Board determines otherwise, be “outside directors” as this term is defined in Code Section 162(m) and regulations
thereunder and “non-employee directors” as this term is used in Rule 16b-3, or any successor provision,
promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Subject to the
provisions of the Plan, the Committee shall possess the authority, in its discretion, (a) to determine the employees of
the Company to whom, and the time or times at which, ISOs and/or NQSOs (ISOs and NQSOs are collectively
referred to as “options”), and restricted stock grants (all three types of grants are collectively referred to as
“awards”) shall be grantedÍž (b) to determine at the time of grant whether an award will be an ISO, a NQSO, a
restricted stock grant or a combination of these awards and the number of shares to be subject to each award;
(c) to prescribe the form of the award agreements and any appropriate terms and