(Exhibit 10.6) Separation Agreement and Release for Randolph C. Brown
SEPARATION AGREEMENT AND RELEASE
This SEPARATION AGREEMENT AND RELEASE (“Separation Agreement”) is between the
NATIONAL BANK OF GENEVA (“Employer”), and RANDOLPH C. BROWN (“Executive”).
WHEREAS, Executive was employed by Employer pursuant to an Employment Agreement
entered into August 1, 2003 (“Agreement”);
WHEREAS, Executive shall be separated from his employment with Employer;
WHEREAS, Executive and Employer wish to clarify and amend their respective rights and
obligations arising from the separation of Executive;
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein
contained, Employer and Executive hereby agree as follows:
1. Except as expressly altered or modified by this Separation Agreement, the provisions of the
Agreement shall remain in effect and binding on Executive and Employer.
2. Executive shall be separated effective March 11, 2005, pursuant to Section 4.1.5 of the
Agreement. Employer agrees that it shall not oppose any claim by Executive for New York State
unemployment insurance benefits arising from his separation from Employer. Employer agrees to
provide Executive with copies of its charter and by-laws, any directors’ and officers’ and other
insurance policies affording him coverage, and any documents entitling him to indemnification by
Employer or FII.
3. Employer shall make twenty-six equal bi-weekly payments of $7,958.54, less required
withholding and deductions, to Executive, which shall satisfy fully Employer’s obligations to
Executive under Section 4.3.8 of the Agreement.
4. Pursuant to Section 3.4 of the Agreement, Executive may elect to continue participating in the
Financial Institutions, Inc. (“FII”) health plan until July 31, 2006 or until he obtains a position offering
comparable benefits, whichever occurs first, on the same terms as other senior level employees of