Exhibit 4.7
ADOPTION AGREEMENT
ARTICLE 1
NON-STANDARDIZED PROFIT SHARING/401(K) PLAN
1.01 PLAN INFORMATION
(a) NAME OF PLAN:
This is the Giant Industries, Inc. & Affiliated Companies 401(k)
Plan (the "Plan")
1.04 COVERAGE
ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW SHALL BE ELIGIBLE
TO PARTICIPATE IN THE PLAN:
(a) AGE REQUIREMENT (check one):
(1) [X] no age requirement.
(2) [ ] must have attained age: _____ (NOT TO EXCEED 21).
(b) ELIGIBILITY SERVICE REQUIREMENT
(1) ELIGIBILITY TO PARTICIPATE IN PLAN (check one):
(A) [ ] no Eligibility Service requirement.
(B) [ ] ____ (NOT TO EXCEED 11) months of Eligibility
Set-vice requirement (no minimum number Hours
of Service can be required).
(C) [X] one year of Eligibility Service requirement
(at least 1,000 Hours of Service are required
during the Eligibility Computation Period).
(D) [ ] two years of Eligibility Service requirement
(at least 1,000 Hours of Service are required
during each Eligibility Computation Period).
(DO NOT SELECT IF OPTION 1.01(b)(1), 401(k)
ONLY, IS CHECKED, UNLESS A DIFFERENT
ELIGIBILITY SERVICE REQUIREMENT APPLIES TO
DEFERRAL CONTRIBUTIONS UNDER OPTION 1.04(b)
(2).)
NOTE: If the Employer selects the two year
Eligibility Service requirement, then contributions
subject to such Eligibility Service requirement must
be 100% vested when made.
(2) [X] SPECIAL ELIGIBILITY SERVICE REQUIREMENT FOR DEFERRAL
CONTRIBUTIONS AND/OR MATCHING EMPLOYER
CONTRIBUTIONS:
(A) The special Eligibility Service requirement applies
to (check the appropriate box(es)):
(i) [X] Deferral Contributions.
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
1
(ii) [X] Matching Employer Contributions
(B) The special Eligibility Service requirement is: (A)
(Fill in (A),(B), or (C) from Subsection 1.04(b)(1)
above).
(c) ELIGIBLE CLASS OF EMPLOYEES (check one):
NOTE: The Plan may not cover employees who are residents of Puerto
Rico. These employees are automatically excluded from the eligible
class, regardless of the Employer's selection under this
Subsection 1.04(c).
(1) [ ] includes all Employees of the Employer.
(2) [X] includes all Employees of the Employer except for
(check the appropriate box(es)):
(A) [X] employees covered by a collective bargaining
agreement.
(B) [ ] Highly Compensated Employees as defined in
Code Section 414(q).
(C) [X] Leased Employees as defined in Subsection
2.0l(cc).
(D) [X] nonresident aliens who do not receive any
earned income from the Employer which
constitutes United States source income.
(E) [X] other: An employee who is classified by the
Employer as an employee of Giant
Yorktown, Inc.
NOTE: The Employer should exercise caution when
excluding employees from participation in the Plan.
Exclusion of employees may adversely affect the
Plan's satisfaction of the minimum coverage
requirements, as provided in Code Section 410(b).
(d) THE ENTRY DATES SHALL BE (check one):
(1) [ ] immediate upon meeting the eligibility requirements
specified in Subsections 1.04(a), (b), and (c).
(2) [ ] the first day of each Plan Year and the first day of
the seventh month of each Plan Year.
(3) [X] the first day of each Plan Year and the first day of
the fourth, seventh, and tenth months of each Plan
Year.
(4) [ ] the first day of each month.
(5) [ ] the first day of each Plan Year. (DO NOT SELECT IF
THERE IS AN ELIGIBILITY SERVICE REQUIREMENT OF MORE
THAN SIX MONTHS IN SUBSECTION 1.04(b) OR IF THERE IS
AN AGE REQUIREMENT OF MORE THAN 20 1/2 IN SUBSECTION
1.04(a).)
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
2
(e) [X] SPECIAL ENTRY DATE(s) - In addition to the Entry Dates
specified in Subsection 1.04(d) above, the following
special Entry Date(s) apply for Deferral and/or Matching
Employer Contributions. (SPECIAL ENTRY DATES MAY ONLY BE
SELECTED if OPTION 1.04 (b) (2), SPECIAL ELIGIBILITY
SERVICE REQUIREMENT, IS CHECKED. THE SAME ENTRY DATES MUST
BE SELECTED FOR CONTRIBUTIONS THAT ARE SUBJECT TO THE SAME
ELIGIBILITY SERVICE REQUIREMENTS.)
(1) The special Entry Date(s) shall apply to (check the
appropriate box(es)):
(A) [X] Deferral Contributions.
(B) [X] Matching Employer Contributions
(2) The special Entry Date(s) shall be: (1) (Fill in (1), (2),
(3), (4), or (5) from Subsection 1.04(d) above).
(f) DATE OF INITIAL PARTICIPATION - An Employee shall become a
Participant unless excluded by Subsection 1.04(c) above on the
Entry Date immediately following the date the Employee completes
the service and age requirement(s) in Subsections 1.04(a) and (b),
if any, except (check one):
(1) [X] no exceptions.
(2) [ ] Employees employed on the Effective Date in
Subsection 1.01 (g)(1) or (2) shall become
Participants on that date.
(3) [ ] Employees who meet the age and service
requirement(s) of Subsections 1.04(a) and (b) on the
Effective Date in Subsection 1.01 (g)(1) or (2)
shall become Participants on that date.
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
3
1.10 MATCHING EMPLOYER CONTRIBUTIONS (ONLY IF OPTION 1.07(a), DEFERRAL
CONTRIBUTIONS, IS CHECKED)
(a) [X] BASIC MATCHING EMPLOYER CONTRIBUTIONS (check one):
(1) [ ] NON-DISCRETIONARY MATCHING EMPLOYER CONTRIBUTIONS -
The Employer shall make a basic Matching Employer
Contribution on behalf of each Participant in an
amount equal to the following percentage of a
Participant's Deferral Contributions during the
Contribution Period (check (A) or (B) and, if
applicable, (C)):
NOTE: Effective for Plan Years beginning on or after
January 1, 1999, if the Employer elected Option l.11(a)(3),
Safe Harbor Formula, with respect to Nonelective Employer
Contributions and meets the requirements for deemed
satisfaction of the "ADP" test in Section 6.10 for a Plan
Year, the Plan will also be deemed to satisfy the "ACP"
test for such Plan Year with respect to Matching Employer
Contributions if Matching Employer Contributions hereunder
meet the requirements in Section 6.11.
(A) [ ] Single Percentage Match: _____%
(B) [ ] Tiered Match:
______% of the first ______% of the Active
Participant's Compensation contributed to the Plan,
______% of the next ______% of the Active
Participant's Compensation contributed to the Plan,
_____% of the next _____% of the Active Participants
Compensation contributed to the Plan.
NOTE: The percentages specified above for basic
Matching Employer Contributions may not increase as
the percentage of Compensation contributed
increases.
(C) [ ] Limit on Non-Discretionary Matching Employer
Contributions (check the appropriate
box(es)):
(i) [ ] Deferral Contributions in excess of
______% of the Participant's
Compensation for the period in
question shall not be considered for
non-discretionary Matching Employer
Contributions.
NOTE: If the Employer elected a percentage
limit in (i) above and requested the Trustee
to account separately for matched and
unmatched Deferral Contributions made to the
Plan, the non-discretionary Matching Employer
Contributions allocated to each Participant
must be computed, and the percentage limit
applied, based upon each payroll period.
(ii) [ ] Matching Employer Contributions for
each Participant for each Plan Year
shall be limited to $______.
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
4
(2) [X] DISCRETIONARY MATCHING EMPLOYER CONTRIBUTIONS - The
Employer may make a basic Matching Employer
Contribution on behalf of each Participant in an
amount equal to the percentage declared for the
Contribution Period, if any, by a Board of
Directors' Resolution (or by a Letter of Intent for
a sole proprietor or partnership) of the Deferral
Contributions made by each Participant during the
Contribution Period. The Board of Directors'
Resolution (or Letter of Intent, if applicable) may
limit the Deferral Contributions matched to a
specified percentage of Compensation or limit the
amount of the match to a specified dollar amount.
(A) [ ] 4% Limitation on Discretionary Matching
Employer Contributions for Deemed
Satisfaction of "ACP" Test - In no event may
the dollar amount of the discretionary
Matching Employer Contribution made on a
Participant's behalf for the Plan Year exceed
4% of the Participant's Compensation for the
Plan Year. (ONLY IF OPTION 1.11(a) (3), SAFE
HARBOR FORMULA, WITH RESPECT TO NONELECTIVE
EMPLOYER CONTRIBUTIONS IS CHECKED.)
(3) [ ] SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS -
Effective only for Plan Years beginning on or after
January 1, 1999, if the Employer elects one of the
safe harbor formula Options provided in the Safe
Harbor Matching Employer Contribution Addendum to
the Adoption Agreement and provides written notice
each Plan Year to all Active Participants of their
rights and obligations under the Plan, the Plan
shall be deemed to satisfy the "ADP" test and, under
certain circumstances, the "ACP" test.
(b) [ ] ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS - The Employer
may at Plan Year end make an additional Matching Employer
Contribution equal to a percentage declared by the
Employer, through a Board of Directors' Resolution (or by a
Letter of Intent for a sole proprietor or partnership), of
the Deferral Contributions made by each Participant during
the Plan Year. (ONLY IF OPTION 1.10(A) (1) OR (3) IS
CHECKED.) The Board of Directors' Resolution (or Letter of
Intent, if applicable) may limit the Deferral Contributions
matched to a specified percentage of Compensation or limit
the amount of the match to a specified dollar amount.
(1) [ ] 4% LIMITATION ON ADDITIONAL MATCHING EMPLOYER
CONTRIBUTIONS FOR DEEMED SATISFACTION OF "ACP" TEST
- In no event may the dollar amount of the
additional Matching Employer Contribution made on a
Participant's behalf for the Plan Year exceed 4% of
the Participant's Compensation for the Plan Year.
(ONLY IF OPTION 1.10(a) (3), SAFE HARBOR MATCHING
EMPLOYER CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE
HARBOR FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER
CONTRIBUTIONS IS CHECKED.)
NOTE: If the Employer elected Option 1.1 0(a)(3), Safe Harbor
Matching Employer Contributions, above and wants to be deemed to
have satisfied the "ADP" test for Plan Years beginning on or after
January 1, 1999, the additional Matching Employer Contribution
must meet the requirements of Section 6.10. In addition to the
foregoing requirements, if the Employer elected either Option 1.1
0(a)(3), Safe Harbor Matching Employer Contributions, or Option
1.11 (a)(3), Safe Harbor Formula, with respect to Nonelective
Employer Contributions, and wants to be deemed to have satisfied
the "ACP" test with respect to Matching Employer Contributions for
the Plan Year, the Deferral Contributions matched may not exceed
the limitations in Section 6.11.
(c) CONTRIBUTION PERIOD FOR MATCHING EMPLOYER CONTRIBUTIONS - The
Contribution Period for purposes of calculating the amount of
basic Matching Employer Contributions described in Subsection
1.10(a) is:
(1) [ ] each calendar month.
(2) [ ] each Plan Year quarter.
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
5
(3) [ ] each Plan Year.
(4) [X] each payroll period
The Contribution Period for additional Matching Employer
Contributions described in Subsection 1.10(b) is the Plan Year.
(D) CONTINUING ELIGIBILITY REQUIREMENT(s) - A Participant who makes
Deferral Contributions during a Contribution Period shall only be
entitled to receive Matching Employer Contributions under Section
1.10 for that Contribution Period if the Participant satisfies the
following requirement(s) (Check the appropriate box(es). Options
(3) and (4) may not be elected together; Option (5) may not be
elected with Option (2), (3), or (4); Options (2), (3), (4), (5),
and (7) may not be elected with respect to basic Matching Employer
Contributions if Option 1. 10(a)(3), Safe Harbor Matching Employer
Contributions, is checked):
(1) [X] No requirements.
(2) [ ] Is employed by the Employer or a Related Employer on
the last day of the Contribution Period.
(3) [ ] Earns at least 501 Hours of Service during the Plan
Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN
YEAR.)
(4) [ ] Earns at least 1,000 Hours of Service during the
Plan Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE
PLAN YEAR.)
(5) [ ] Either earns at least 501 Hours of Service during
the Plan Year or is employed by the Employer or a
Related Employer on the last day of the Plan Year.
(ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN YEAR.)
(6) [ ] Is not a Highly Compensated Employee for the Plan
Year.
(7) [ ] Is not a partner or a member of the Employer, if the
Employer is a partnership or an entity taxed as a
partnership.
(8) [ ] Special continuing eligibility requirement(s) for
additional Matching Employer Contributions. (ONLY IF
OPTION 1.10(b), ADDITIONAL MATCHING EMPLOYER
CONTRIBUTIONS, IS CHECKED.)
(A) The continuing eligibility requirement(s) for
additional Matching Employer Contributions is/are:
(Fill in number of applicable eligibility
requirement(s) from above.)
NOTE: If Option (2), (3), (4), or (5) above is selected, then
Matching Employer Contributions can only be FUNDED by the Employer
AFTER the Contribution Period or Plan Year ends. Matching Employer
Contributions funded during the Contribution Period or Plan Year
shall not be subject to the eligibility requirements of Option
(2), (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted
during a Contribution Period or Plan Year, as applicable, such
Option shall not become effective until the first day of the next
Contribution Period or Plan Year.
(e) [X] QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS - Prior to making
any Matching Employer Contribution hereunder (other than a
safe harbor Matching Employer Contribution), the Employer
may designate all or a portion of such Matching Employer
Contribution as a Qualified Matching Employer Contribution
that may be used to satisfy the "ADP" test on Deferral
Contributions and excluded in applying the "ACP" test on
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
6
Employee and Matching Employer Contributions. Unless the
additional eligibility requirement is selected below,
Qualified Matching Employer Contributions shall be
allocated to all Participants who meet the continuing
eligibility requirement(s) described in Subsection 1.10(d)
above for the type of Matching Employer Contribution being
characterized as a Qualified Matching Employer
Contribution.
(1) [ ] To receive an allocation of Qualified Matching
Employer Contributions a Participant must also be a
Non-Highly Compensated Employee for the Plan Year.
NOTE: Qualified Matching Employer Contributions may ~ be excluded
in applying the "ACP" test for a Plan Year if the Employer elected
Option 1. 10(a)(3), Safe Harbor Matching Employer Contributions,
or Option 1.11 (a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions, and the "ADP" test is deemed
satisfied under Section 6.10 for such Plan Year.
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
7
1.15 VESTING
A PARTICIPANT'S VESTED INTEREST IN MATCHING EMPLOYER CONTRIBUTIONS AND/OR
NONELECTIVE EMPLOYER CONTRIBUTIONS, OTHER THAN SAFE HARBOR MATCHING
EMPLOYER AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS ELECTED IN SUBSECTION
1.10(A) (3) OR 1.11(a) (3), SHALL BE BASED UPON HIS YEARS OF VESTING
SERVICE AND THE SCHEDULE(s) SELECTED BELOW, EXCEPT AS PROVIDED IN
SUBSECTION 1.21(d) OR IN THE VESTING SCHEDULE ADDENDUM TO THE ADOPTION
AGREEMENT.
(A) [ ] YEARS OF VESTING SERVICE SHALL EXCLUDE
(1) [ ] for new plans, service prior to the Effective Date
as defined in Subsection 1.01(g)(1).
(2) [ ] for existing plans converting from another plan
document, service prior to the original Effective
Date as defined in Subsection 1.01(g)(2).
(B) VESTING SCHEDULE(s)
NOTE: The vesting schedule selected below applies only to
Nonelective Employer Contributions and Matching Employer
Contributions other than safe harbor contributions under Option
1.11(a)(3) or Option 1.10(a)(3). Safe harbor contributions under
Options 1.11(a)(3) and 1.10(a)(3) are always 100% vested
immediately.
(1)NONELECTIVE EMPLOYER CONTRIBUTIONS (2) MATCHING EMPLOYER CONTRIBUTIONS
(check one): (check one):
(A) [ ] N/A - No Nonelective (A) [ ] N/A - No Matching
Employer Contributions Employer Contributions
(B) [ ] 100% Vesting immediately (B) [ ] 100% Vesting immediately
(C) [X] 3 year cliff (see C below) (C) [X] 3 year cliff (see C below)
(D) [ ] 5 year cliff (see D below) (D) [ ] 5 year cliff (see D below)
(E) [ ] 6 year graduated (see E below) (E) [ ] 6 year graduated (see E below)
(F) [ ] 7 year graduated (see F below) (F) [ ] 7 year graduated (see F below)
(G) [ ] Other vesting (G) [ ] Other vesting (complete G1 below)
(complete G2 below)
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
8
YEARS OF APPLICABLE VESTING SCHEDULE(s)
VESTING SERVICE
- -------------------------------------------------------
C D E F G1 G2
- -------------------------------------------------------
0 0% 0% 0% 0% _____% _____%
1 0% 0% 0% 0% _____% _____%
2 0% 0% 20% 0% _____% _____%
3 100% 0% 40% 20% _____% _____%
4 100% 0% 60% 40% _____% _____%
5 100% 100% 80% 60% _____% _____%
6 100% 100% 100% 80% _____% _____%
7 or more 100% 100% 100% 100% 100 % 100 %
NOTE: A schedule elected under G1 or 02 above must be at least as
favorable as one of the schedules in C, D, E or F above.
NOTE: If the Plan is being amended to provide a more restrictive
vesting schedule, the more favorable vesting schedule shall
continue to apply to Participants who are Active Participants
immediately prior to the later of (1) the effective date of the
amendment or (2) the date the amendment is adopted.
(C) [X] A VESTING SCHEDULE MORE FAVORABLE THAN THE VESTING
SCHEDULE(s) SELECTED ABOVE APPLIES TO CERTAIN PARTICIPANTS.
Please complete the Vesting Schedule Addendum to the
Adoption Agreement.
(D) APPLICATION OF FORFEITURES - If a Participant forfeits any portion
of his non-vested Account balance as provided in Section 6.02,
6.04, 6.07, or 11.08, such forfeitures shall be (check one):
(1) [ ] N/A - Either (A) no Matching Employer Contributions
are made with respect to Deferral Contributions
under the Plan and all other Employer Contributions
are 100% vested when made or (B) there are no
Employer Contributions under the Plan.
(2) [X] applied to reduce Employer contributions.
(3) [ ] allocated among the Accounts of eligible
Participants in the manner provided in Section 1.11.
(ONLY IF OPTION 1.11(A) OR (B) IS CHECKED.)
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
9
AMENDMENT EXECUTION PAGE
This page is to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement. Attach
the amended page(s) of the Adoption Agreement to this execution page.
The following section(s) of the Plan are hereby amended effective as of
the date(s) set forth below:
Section Amended Page Effective Date
- --------------- ---- --------------
1.15 b and c 1/1/04
1.10 c and d 1/1/04
1.04 b 2 A 1/1/04
1.04 e 1 B 1/1/04
IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed
this 8th day of December , 2003 .
Employer: Giant Industries, Inc. Employer:
----------------------- ---------------------------
By: /s/ NATALIE R. DOPP By:
---------------------------
Title: VP, Human Resources Title:
---------------------------
Accepted by:
Fidelity Management Trust Company, as Trustee
By: /s/ ROBERT Q. BUCKLES Date: January 22, 2004
-------------------------
Robert Q. Buckles
Title: Authorized Signatory
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
10
ADDENDUM
RE: VESTING SCHEDULE
FOR
PLAN NAME: Giant Industries, Inc.& Affiliated Companies 401(k) Plan
(a) MORE FAVORABLE VESTING SCHEDULE
(1) The following vesting schedule applies to the class of
Participants described in (a)(2) below:
Source: Discretionary Match, Discretionary Profit Sharing
YEARS OF SERVICE VESTING PERCENT
---------------- ---------------
less than 1 100
1 100
(2) The vesting schedule specified in (a)(1) above applies to the
following class of Participants:
Employees hired prior to 1/1/04
(b) [ ] ADDITIONAL VESTING SCHEDULE
(1) The following vesting schedule applies to the class of
Participants described in (b)(2) below:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
(2) The vesting schedule specified in (b)(1) above applies to the
following class of Participants:
__________________________________________________________________
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp.
All rights reserved.
11