EXHIBIT 10.22

                           GIANT INDUSTRIES, INC.
                  2007 MANAGEMENT DISCRETIONARY BONUS PLAN


1. Establishing a Pool of Money for Payment of Management Bonuses

The Company's 2007 financial goals are based on the Company's 2007 budget.
The Company will accrue funds for the payment of bonuses throughout the
year, but the achievement of a minimum pre-tax level of earnings generally
will be required before any bonuses will be paid under this Plan. If
Company financial performance exceeds this minimum earnings level, the
accrual will be increased until the accrual equals the full amount budgeted
for the payment of management bonuses in the 2007 Budget. Thereafter,
additional funds may be accrued based on an assessment by the
Administrative Committee and the Compensation Committee of the Board of
Directors of anticipated Company performance and other factors which they
deem appropriate. The financial targets are subject to change based on the
acquisition or divestiture of significant assets or other matters, as the
Compensation Committee shall determine.

2. Criteria for Bonuses

While the amount accrued for the payment of bonuses increases with
increases in earnings, this Plan is not a profit sharing plan. Annual cash
bonuses awarded to plan participants are based on an evaluation of the
participant's individual performance and accomplishments, and contributions
to the achievement of business unit strategies and goals. They are also
based on an evaluation of the participant's commitment to the Company's
core values and contributions to the achievement of the Company's 2007
goals for: (1) pre-tax earnings, cash flow and capital expenditures, (2)
the financial performance of Empire Oil and the assets acquired from Amigo
Petroleum, (3) the operation of the 16" pipeline system, (4) improving the
operating reliability of our refineries, (5) the development and
implementation of process improvement projects, (6) the development and
implementation of plans to improve our overall financial health and
flexibility, (7) maintenance of our Sarbanes-Oxley 404 compliance status,
and (8) strategic growth of the Company.

3. Procedure for Setting Bonuses

For participants who are not executive officers, supervisors shall
recommend, at year-end, to the SBU and department heads the amount of bonus
to be paid to each plan participant. The bonus recommended is within the
sole discretion of the participant's supervisor. A listing of the
participant's goals, accomplishments and deficiencies shall be included
with the supervisor's recommendations.

The SBU heads and department heads shall review and modify as appropriate
these supervisors' recommendations and shall then recommend the amount of
bonuses to be paid to the Administrative Committee. The Administrative
Committee shall review and approve these recommendations. Any proposed
changes by the Administrative Committee shall be discussed with the SBU and
division heads. The amount of the bonus paid to all such participants is
within the sole discretion of the Administrative Committee.

The President and CEO shall recommend, at year end, to the Compensation
Committee of the Board of Directors the amount of bonuses to be paid to the
Company's executive officers other than themselves. The Compensation
Committee shall review and approve the bonuses to be paid to such executive
officers and shall also set the bonuses for the President and CEO. The
amount of bonuses paid to these officers is within the sole discretion of
the Committee.

Any participant who is dissatisfied with a bonus may appeal the decision by
submitting a written notice with reasons to the Administrative Committee
within five days of being advised of the amount of the bonus. Decisions by
the Administrative Committee and Compensation Committee on the amount of
bonus to be paid to a participant, or concerning the administration,
eligibility, interpretation, decision on appeal, or any other aspect of
this Plan, shall be final and conclusive.

4. Payment of Bonuses

Bonuses awarded shall be paid as soon as reasonably practical after year-
end, but in no event no later than March 15, 2008. To receive a bonus, a
participant must be employed by the Corporation at the time the bonus is
paid. A participant shall forfeit any right to receive a bonus and any
bonus awarded but not already paid if such participant's employment is
terminated for any reason, voluntarily or involuntarily, prior to the
payment date.

5 Other Bonus Information

All eligible participants in the 2007 Bonus Plan will be provided with a
copy of this document. If a participant receives a bonus under any other
bonus program, that bonus payout will be deducted from any payment awarded
under this Plan.

Employees hired after January 1, 2007 who have been approved for inclusion
in advance by the Administrative Committee are also eligible to participate
in this Plan.

The Board of Directors reserves the right, in its sole discretion, to
amend, modify or eliminate this Plan or its application or administration,
in whole or in part.

The Administrative Committee is comprised of the Chief Executive Officer
and President.