Exhibit 4.8
FOURTH AMENDMENT TO THE
GIANT INDUSTRIES, INC. & AFFILIATED COMPANIES 401(k) PLAN
WHEREAS, Giant Industries, Inc. (the "Corporation") has adopted and
subsequently amended and restated the GIANT INDUSTRIES, INC. & AFFILIATED
COMPANIES 401(k) PLAN (the "Giant Plan"), in the form of The CORPORATEplan for
Retirement(SM) Profit Sharing/401(k) Plan Fidelity Basic Plan Document No. 02 (a
prototype plan sponsored by Fidelity Management and Research Corporation), by
executing an Adoption Agreement; and
WHEREAS, Giant Industries, Inc. (the "Corporation") has adopted and
subsequently amended and restated the GIANT YORKTOWN 401(k) RETIREMENT SAVINGS
PLAN (the "Yorktown Plan"), in the form of The CORPORATEplan for Retirement(SM)
Profit Sharing/401(k) Plan Fidelity Basic Plan Document No. 02 (a prototype plan
sponsored by Fidelity Management and Research Corporation), by executing an
Adoption Agreement; and
WHEREAS, Section 16.02 of The CORPORATEplan for Retirement(SM) Profit
Sharing/401(k) Plan Fidelity Basic Plan Document No. 02 provides for the
amendment of the Plan by the Employer; and
WHEREAS, the Corporation desires to merge the Giant Yorktown 401(k)
Retirement Savings Plan with the Giant Industries, Inc. & Affiliated Companies
401(k) Plan; and
NOW THEREFORE,
1. Effective March 1, 2004, Sections 1.01(g)(2), (3), and (5) are amended
as shown on page 1 of the attachment.
2. Effective March 1, 2004, Section 1.04(c)(2)(E) is amended as shown on
page 1 of the attachment.
3. Effective March 1, 2004, Sections 1.05(a) and (b) are amended by
deleting the following at the conclusion of 1.05(b)(2):
"..., and any Compensation for the portion of the
Plan Year during which the employee is classified
by the Employer as an employee of Giant Yorktown,
Inc."
4. Effective March 1, 2004, Section 1.10(a)(2) is amended by adding the
following at the conclusion:
"With regard to Deferral Contributions, the
Employer may make a Matching Employer Contribution
using a separate matching contribution formula for
each group classified by the Employer, with
respect to the Deferral Contributions and
Compensation while the Participant is a member of
the respective group. The separate groups shall
be: (1) those Participants who are employees of
the Employer (other than those classified by the
Employer as employees of Giant Yorktown, Inc.)
(the "Giant Group") and (2) those Participants
classified by the Employer as employees of Giant
Yorktown, Inc. (the "Yorktown Group").
"With regard to Catch-up Contributions, the
Employer may make a Matching Employer Contribution
only for those Participants in the Giant Group.
"For purposes of this Section 1.10(a)(2), and only
with respect to Participants in the Yorktown
Group, After-Tax Contributions shall be included
in Deferral Contributions."
5. Effective March 1, 2004, Section 1.11(b)(1) is amended by adding the
following as a second paragraph:
"For purposes of this Section 1.11(b)(1) the term
'eligible Active Participant' shall be defined as
those Participants in the Giant Group. In the case
of a Participant who is in the Yorktown Group for
part of the Plan Year and in the Giant Group for
part of the Plan Year, Compensation shall exclude
Compensation while part of the Yorktown Group."
6. Effective March 1, 2004, Section 1.14(a) is amended as shown on page 2
of the attachment.
7. Effective March 1, 2004, Section 1.18(c)(1)(A) is amended as shown on
page 2 of the attachment.
8. Effective March 1, 2004, Section 1.19(b) is amended as shown on page 3
of the attachment.
9. Effective March 1, 2004, Section 1.21(d)(2) is amended as shown on page
3 of the attachment.
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10. Effective March 1, 2004, the Addendum re: Vesting Schedule, Section
(a)(2) is revised to state: "Employees hired as a member of the Giant Group
prior to January 1, 2004."
11. Effective March 1, 2004, Section 10.05(a)(5) of the Basic Plan Document
is renumbered as 10.05(a)(6), and the following Section 10.05(a)(5) is add:
"(5) payment of funeral expenses for the
Participant's spouse, children or dependants; or
IN WITNESS WHEREOF THE EMPLOYER has caused this amendment to be
executed this _____ day of February, 2004, by its duly authorized
officer, effective as stated herein.
GIANT INDUSTRIES, INC.
By: /s/ NATALIE R. DOPP
---------------------
Title: VP, Human Resources
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THE CORPORATEPLAN
FOR RETIREMENTS(SM)
(PROFIT SHARING/401(K) PLAN)
A FIDELITY PROTOTYPE PLAN
Non-Standardized Adoption Agreement No. 001
For use With
Fidelity Basic Plan Document No. 02
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp. All
rights reserved.
ADOPTION AGREEMENT
ARTICLE 1
NON-STANDARDIZED PROFIT SHARING/401(K) PLAN
1.01
(g) PLAN STATUS (check appropriate box(es)):
(2) [X] Amendment Effective Date: 03/01/2004
This is (check one):
(A) [x] an amendment and restatement of a Basic Plan Document
No. 02 Adoption Agreement previously executed by the
Employer; or
(3) [ ] This is an amendment and restatement of the Plan and the
Plan was not amended prior to the effective date specified
in Subsection 1.01 (g)(2) above to comply with the
requirements of the Acts specified in the Snap Off Addendum
to the Adoption Agreement. The provisions specified in the
Snap Off Addendum are effective as of the dates specified
in the Snap Off Addendum, which dates may be prior to the
Amendment Effective Date. Please read and complete, if
necessary, the Snap Off Addendum to the Adoption Agreement.
(5) [ ] PLAN MERGER EFFECTIVE DATES. Certain plan(s) were merged
into the Plan and certain provisions of the Plan are
effective with respect to the merged plan(s) as of a date
other than the date specified above. Please complete the
Special Effective Dates Addendum to the Adoption Agreement
indicating the plan(s) that have merged into the Plan and
the effective date(s) of such merger(s).
1.04 COVERAGE
(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 2.01(cc).
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp. All
rights reserved.
1
(D) [X] nonresident aliens who do not receive any earned
income from the Employer which constitutes United
States source income.
(E) [ ] other:
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 4 10(b).
1.14 DEFINITION OF DISABLED
A Participant is disabled if he/she (check the appropriate box(es)):
(a) [X] satisfies the requirements for benefits under the Employer's
long-term disability plan.
(b) [X] satisfies the requirements for Social Security disability
benefits.
(c) [ ] is determined to be disabled by a physician approved by the
Employer.
1.18 IN-SERVICE WITHDRAWALS
PARTICIPANTS MAY MAKE WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT UNDER
THE FOLLOWING CIRCUMSTANCES (check the appropriate box(es)):
(c) WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS -
(1) Unless otherwise provided below, Employee Contributions may be
withdrawn in accordance with Section 10.02 at any time.
(A) [ ] Employees may not make withdrawals of Employee
Contributions more frequently than:
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp. All
rights reserved.
2
1.19 FORM OF DISTRIBUTIONS
SUBJECT TO SECTION 13.01, 13.02 AND ARTICLE 14, DISTRIBUTIONS UNDER THE
PLAN SHALL BE PAID AS PROVIDED BELOW. (Check the appropriate box(es) and,
if any forms of payment selected in (b), (c) and/or (d) apply only to a
specific class of Participants, complete Subsection (b) of the Forms of
Payment Addendum.)
(a) LUMP SUM PAYMENTS - Lump sum payments are always available under the
Plan.
(b) [X] INSTALLMENT PAYMENTS - Participants may elect distribution under
a systematic withdrawal plan (installments).
1.21 TOP HEAVY STATUS
(d) IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN YEAR,
THE FOLLOWING VESTING SCHEDULE SHALL APPLY INSTEAD OF THE SCHEDULE(S)
ELECTED IN SUBSECTION 1.15(b) FOR SUCH PLAN YEAR AND EACH PLAN YEAR
THEREAFTER (check one):
(1) [ ] Not applicable. (CHOOSE ONLY IF EITHER (a) PLAN PROVIDES
FOR NONELECTIVE EMPLOYER CONTRIBUTIONS AND THE SCHEDULE
ELECTED IN SUBSECTION 1.15(b) (1) IS AT LEAST AS FAVORABLE
IN ALL CASES AS THE SCHEDULES AVAILABLE BELOW OR (b) PLAN
COVERS ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING
AGREEMENT.)
(2) [X] 100% vested after 3 (NOT IN EXCESS OF 3) years of Vesting
Service.
(3) [ ] Graded vesting:
MUST
YEARS OF VESTING SERVICE VESTING BE
PERCENTAGE AT LEAST
- ----------------------------------------------
0 0%
1 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
NOTE: If the Plan provides for Nonelective Employer Contributions
and the schedule elected in Subsection 1.1 5(b)( 1) is more
favorable in all cases than the schedule elected in Subsection
1.21(d) above, then the schedule in Subsection 1.1 5(b)( 1) shall
continue to apply even in Plan Years in which the Plan is a
"top-heavy plan".
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp. All
rights reserved.
3
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
- -------------------------------------
1.01 03/01/2004
1.04 03/01/2004
1.14 03/01/2004
1.18 03/01/2004
1.19 03/01/2004
1.21 03/01/2004
IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed this 23rd day of February, 2004.
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: Date:
--------------------------- ----------------------
Title:
---------------------------
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp. All
rights reserved.
4
ADDENDUM
RE: SPECIAL EFFECTIVE DATES
FOR
PLAN NAME: Giant Industries. Inc. & Affiliated Companies 401(k) Plan
(b) [x] PLAN MERGER EFFECTIVE DATES - The following plan(s) were merged into
the Plan after the Effective Date indicated in Subsection 1.01 (g)(
1) or (2), as applicable. The provisions of the Plan are effective
with respect to the merged plan(s) as of the date(s) indicated below:
(1) NAME OF MERGED PLAN:_________________________________________________
Giant Yorktown 401(k) Retirement Savings Plan________________________
_____________________________________________________________________
Effective date: 03/01/2004
Plan Number: 40292
The CORPORATEp1an for Retirement(SM) Non-Std PS Plan
12/05/2001
(C) 2001 FMR Corp. All
rights reserved.
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