EXHIBIT 4.12
The CORPORATEplan for Retirement(sm)
(PROFIT SHARING/401(K) PLAN)
A FIDELITY PROTOTYPE PLAN
Non-Standardized Adoption Agreement 002
Basic Plan No. 07
ADOPTION AGREEMENT
ARTICLE 1
NON-STANDARDIZED PROFIT SHARING PLAN
1.01 PLAN INFORMATION
(a) Name of Plan:
This is the Giant Industries, Inc. & Affiliated Companies 401(k)
Plan (the "Plan").
(b) Type of Plan:
(1) [ ] 401(k) and Profit Sharing
(2) [ ] Profit Sharing Only
(3) [X] 401(k) Only
(c) Name of Plan Administrator, if not the Employer:
Name:__________________________________
Address:_______________________________
Phone Number:__________________________
The Plan Administrator is the agent for service of legal process
for the Plan.
(d) Limitation Year (check one):
(1) [X] Calendar Year
(2) [ ] Plan Year
(3) [ ] Other
(e) Three Digit Plan Number: 002
(f) Plan Year End (month/day): December 31
(g) Plan Status (check one):
(1) [ ] Effective Date of new Plan:____________
(2) [X] Amendment Effective Date: 01/01/2002. This is (check
one):
(A) [X] an amendment of The CORPORATEplan for Retirement(sm)
Adoption Agreement previously executed by the
Employer; or
(B) [ ] conversion from another plan document into The
CORPORATEplan for Retirement(sm).
The original effective date of the Plan: 07/01/1993
The substantive provisions of the Plan shall apply
prior to the Effective Date to the extent required by
the Tax Reform Act of 1986 or other applicable laws.
1.02 EMPLOYER
(a) The Employer is: Giant Industries, Inc.
Address: 00000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Contact's Name: Xx. Xxxxxxx Xxxxxx
Telephone Number: (000) 000-0000
(1) Employer's Tax Identification Number: 00-0000000
(2) Business form of Employer (check one):
(A) [X] Corporate
(B) [ ] Sole proprietor or partnership
(C) [ ] Subchapter S Corporation
(D) [ ] Governmental
(E) [ ] Tax exempt organization
(F) [ ] Rural Electric Cooperative
(3) Employer's fiscal year end: 12/31
(4) Date business commenced: December 1, 1968
1.14 ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS
(a) Investment Directions
Participant Accounts will be invested (check one):
(1) [ ] in accordance with investment directions provided to the
Trustee by the Employer for allocating all Participant
Accounts among the options listed in (b) below.
(2) [X] in accordance with investment directions provided to the
Trustee by each Participant for allocating his entire
Account among the options listed in (b) below.
(3) [ ] in accordance with investment directions provided to the
Trustee by each Participant for all contribution sources
in a Participant's Account except the following sources
shall be invested as directed by the Employer (check (A)
and/or (B)):
(A) [ ] Fixed or Discretionary Employer Contributions
(B) [ ] Employer Matching Contributions
The Employer must direct the applicable sources among the
same investment options made available for Participant
directed sources listed in (b) below.
(b) Plan Investment Options
The Employer hereby establishes a Trust under the Plan in
accordance with the provisions of Article 14, and the Trustee
signifies acceptance of its duties under Article 14 by its
signature below. Participant Accounts under the Trust will be
invested among the Fidelity Funds listed below pursuant to
Participant and/or Employer directions.
Fund
Fund Name Number
1 Giant Stock Fund TCKZ
2 Fidelity Retirement Government Money Market Portfolio 0631
3 Fidelity Government Income Fund 0054
4 Spartan(R) U.S. Equity Index Fund 0650
5 Fidelity Aggressive Growth Fund 0324
6 Fidelity Contrafund 0022
7 Fidelity Diversified International Fund 0325
8 Fidelity Asset Manager(R) 0314
9 Fidelity Asset Manager: Growth (SM) 0321
10 Fidelity Freedom Income Fund (SM) 0369
11 Fidelity Freedom 2000 Fund (SM) 0370
12 Fidelity Freedom 2010 Fund (SM) 0371
13 Fidelity Freedom 2020 Fund (SM) 0372
14 Fidelity Freedom 2030 Fund (SM) 0373
15 Fidelity Freedom 2040 Fund (SM) 0718
16 Fidelity Mid-Cap Stock Fund 0337
17 Fidelity Low-Priced Stock Fund 0316
18 Fidelity Equity-Income II Fund 0319
19 Fidelity Dividend Growth Fund 0330
Note: An additional annual recordkeeping fee will be charged for
each fund in excess of seven funds.
To the extent that the Employer selects as an investment
option the Managed Income Portfolio of the Fidelity Group
Trust for Employee Benefit Plans (the "Group Trust"), the
Employer hereby (A) agrees to the terms of the Group Trust
and adopts said terms as a part of this Agreement and (B)
acknowledges that it has received from the Trustee a copy of
the Group Trust, the Declaration of Separate Fund for the
Managed Income Portfolio of the Group Trust, and the
Circular for the Managed Income Portfolio.
Note: The method and frequency for change of investments will be
determined under the rules applicable to the selected funds
or, if applicable, the rules of the Employer adopted in
accordance with Section 6.03. Information will be provided
regarding expenses, if any, for changes in investment
options.
1.15 RELIANCE ON OPINION LETTER
An adopting Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this
Plan is qualified under Section 401 of the Code. If the Employer wishes
to obtain reliance that his or her Plan(s) are qualified, application
for a determination letter should be made to the appropriate Key
District Director of the Internal Revenue Service. Failure to fill out
the Adoption Agreement properly may result in disqualification of the
Plan.
This Adoption Agreement may be used only in conjunction with Fidelity
Prototype Plan Basic Plan Document No. 07. The Prototype Sponsor shall
inform the adopting Employer of any amendments made to the Plan or of
the discontinuance or abandonment of the prototype plan document.
1.16 PROTOTYPE INFORMATION:
Name of Prototype Sponsor: Fidelity Management & Research Co.
Address of Prototype Sponsor: 00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Questions regarding this prototype document may be directed to the
following telephone number: 0-(000) 000-0000.
EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 10th day of December, 2001.
Employer GIANT INDUSTRIES, INC.
By /s/ Xxxxxxx Xxxxxx
------------------------------
Title Vice President Human Resources
------------------------------
Employer GIANT INDUSTRIES, INC.
By /s/ Xxxxxxx Xxxxxx
------------------------------
Title Vice President Human Resources
------------------------------
Accepted by
Fidelity Management Trust Company, as Trustee
By___________________________ Date________________
Title________________________
EXECUTION PAGE
(Employer's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 10th day of December, 2001.
Employer GIANT INDUSTRIES, INC.
By /s/ Xxxxxxx Xxxxxx
------------------------------
Title Vice President Human Resources
------------------------------
Employer GIANT INDUSTRIES, INC.
By /s/ Xxxxxxx Xxxxxx
------------------------------
Title Vice President Human Resources
------------------------------
Accepted by
Fidelity Management Trust Company, as Trustee
By___________________________ Date________________
Title________________________
Please do not complete this Election Form if the vesting schedule in your
plan is at least as rapid as Three-Year Cliff Vesting or Six-Year Graded
Vesting, and you choose to follow Fidelity's approach with respect to the
remainder of the EGTRRA provisions described in the EGTRRA enclosures.
EGTRRA ELECTION FROM
for
Plan Name: Giant Industries, Inc. and Fidelity 5 Digit Plan Number: 40292
Affiliated Companies
401(k) Plan
The Economic Growth and Tax Relief Reconciliation Act of 2001, or EGTRRA,
contains many provisions that become effective either on January 1, 2002 or
on the first day of the plan year beginning in 2002. As described in the
enclosures, Fidelity will adopt the provisions of EGTRRA in its
CorporatePlan(sm) for Retirement (CPR) prototype document, based on sample
language issued by the IRS.
Several provisions added to CPR due to EGTRRA will permit an Employer to
elect to decline to follow Fidelity's general approach. An Employer that so
declines, must use this EGTRRA Election Form to make the appropriate
elections. Fidelity will not accept Employer elections with respect to EGTRRA
provisions applicable under the CPR document in any form other than this
EGTRRA Election Form. The definitions of the terms in this Election Form are
as provided in the CPR document and in the enclosure entitled "Overview of
EGTRRA."
____________________________________________________________________________
Section 1. Vesting of Employer Matching Contributions. Complete this Section
only if the current vesting schedule applicable to Employer Matching
Contributions under the Plan is not at least as rapid as Three-Year Cliff
Vesting or Six-Year Graded Vesting.
(a) Vesting Schedule Applicable to Employer Matching Contributions:
Vesting Schedule for Employer Matching Contributions:
___ Option 1. A Participant's account balance derived from Employer Matching
Contributions shall be fully and immediately vested.
___ Option 2. A Participant's account balance derived from Employer Matching
Contributions shall be nonforfeitable upon the Participant's completion of
three years of Vesting Service.
___ Option 3. A Participant's account balance derived from Employer Matching
Contributions shall vest according to the following schedule. (You must check
A or B below. If you select B, the percentages you select must be at least as
great as those under A for each corresponding number of years of Vesting
Service(1)):
Years of ___ A. Nonforfeitable ___ B. Nonforfeitable
Vesting Service Percentage Percentage
0 0 ___
1 0 ___
2 20 ___ (must be at least 20(2))
3 40 ___ (must be at least 40)
4 60 ___ (must be at least 60)
5 80 ___ (must be at least 80)
6 100 ___ (must be 100)
(b) Grandfathered application of Prior Vesting Schedule to Account Balance
Derived from Employer Matching Contributions for Plan Years Beginning Prior
to 2002:
The CPR document will provide that the vesting schedule you selected under
Section 1(a) of this Form will apply to an affected Participant's entire
Employer Matching Contribution account balance, unless the Employer elects to
grandfather the prior vesting schedule. Therefore, xxxx the blank below only
if you want the election under Section 1(a) of this Form to apply only to the
portion of a Participant's account balance derived from Employer Matching
Contributions for Plan Years beginning after December 31, 2001.
[ ] The Option elected under Section 1(a) above shall apply to only the
portion of a Participant's account balance derived from Employer Matching
Contributions for Plan Years beginning after December 31, 2001.
Section 2. Catch-up Contributions. The CPR document will provide that an
otherwise eligible Participant in a plan with a 401(k) feature will be
permitted to make Catch-Up Contributions commencing with the 2002 calendar
year, unless the Employer otherwise elects. Xxxx the blank below only if your
plan has a 401(k) feature, and you do not want to permit Catch-Up
Contributions. You should not permit Catch-Up Contributions unless all
affected plans of all Related Employers will permit all eligible participants
to make Catch-Up Contributions.
[ ] Catch-up Contributions shall not be available under the Plan.
Section 3. Matching Employer Contributions on Catch-up Contributions. The CPR
document will provide that a Participant will not receive any Matching
Employer Contributions on Catch-Up Contributions, unless the Employer
otherwise elects. Xxxx the blank below only if your plan will permit Catch-Up
Contributions and you would like to provide Matching Employer Contributions
on those Catch-Up Contributions.
[X] Matching Employer Contributions shall apply to Catch-up Contributions,
and the same rules that apply to Matching Employer Contributions on Deferral
Contributions other than Catch-up Contributions will apply to the Matching
Employer Contributions on Catch-up Contributions.
Section 4. Receipt of Direct Rollovers of After-Tax Contributions. The CPR
document will provide that a plan that accepts rollover contributions will
accept rollover contributions that include after-tax employee contributions
beginning with distributions made after December 31, 2001, unless the
Employer otherwise elects. Xxxx the blank below only if your plan accepts
rollover contributions, and you do not want your plan to accept rollover
contributions that include after-tax employee contributions.
[X] The Plan will not accept any rollover of after-tax employee
contributions.
____________________________________________________________________________
Employer: Giant Industries, Inc.
By signing below, I hereby make the following representations on behalf of
the Employer and by which the Employer shall be bound:
1. I have been duly authorized by the Employer to execute this EGTRRA
Election Form on behalf of the Employer.
2. The Employer understands that the elections contained herein are binding
on the Employer and that Fidelity will operate the Plan in accordance
with such elections.
3. The Employer will adopt amendments to the Plan reflecting the elections
contained herein at a time and in a form compliant with any and all legal
requirements applicable to a plan qualified under Code Section 401(a),
including those requirements set out in IRS Notice 2001-57 and IRS Notice
2001-42.
4. The Employer understands that it should consult its legal counsel with
respect to the elections contained herein.
Signature of the Duly Authorized Individual: Date:
/s/ Xxxxxxx X. Xxxxxx 12/17/01
----------------------------------------- -------------
Title: Vice President Human Resources
-----------------------------------------
Printed Name: Xxxxxxx X. Xxxxxx
NOTE: RETURN THE COMPLETED ELECTION FORM TO YOUR FIDELITY REPRESENTATIVE NO
LATER THAN NOVEMBER 1, 2001.
_________
(1) However, if you elect B, you may elect a nonforfeitable percentage less
than 20 at 2 years of Vesting Service as long as you elect 100 as the
nonforfeitable percentage at 3 years of Vesting Service.
(2) See note 1, above.
