EXHIBIT 4.14
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
(g) Plan status (check one):
(1) [ ] Effective Date of new Plan:
(2) [X] Amendment Effective Date: 1/1/2003. 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: 7/1/1993
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.
1.05 CONTRIBUTIONS
(a) [ ] Employer Contributions:
(1) [ ] Fixed Formula - Nonintegrated Formula (check (A) or (B)):
(A) [ ] Fixed Percentage Employer Contribution:
For each Plan Year, the Employer will contribute for
each eligible Participant an amount equal to ___%
(not to exceed 155) of such Participant's
Compensation.
(B) [ ] Fixed Flat Dollar Employer Contribution:
For each Plan Year, the Employer will contribute for
each eligible Participant an amount equal to $______.
(2) [ ] Discretionary Formula
The Employer may decide each Plan Year whether to make a
discretionary Employer contribution on behalf of eligible
Participants in accordance with Section 4.06. Such
contributions shall be allocated to eligible Participants
based upon the following (check (A) or (B)):
(A) [ ] Nonintegrated Allocation Formula:
In the ratio that each eligible Participant's
Compensation bears to the total Compensation paid to
all eligible participants for the Plan Year.
(B) [ ] Integrated Allocation Formula:
In accordance with Section 4.06.
Note: An Employer who maintains any other plan that provides
for Social Security Integration (permitted disparity)
may not elect (2)(B).
(3) Eligibility Requirement(s)
A Participant shall be entitled to Employer Contributions for
a Plan Year under this Subsection (a) if the Participant
satisfies the following requirement(s) (Check the appropriate
box(es) - Options (B) and (C) may not be elected together):
(A) [ ] is employed by the Employer on the last day of the
Plan Year.
(B) [ ] earns at least 500 Hours of Service during the Plan
Year.
(C) [ ] earns at least 1,000 Hours of Service during the Plan
Year.
(D) [ ] no requirements.
Note: If option (A), (B) or (C) above is selected then
Employer contributions can only be funded by the
Employer after Plan Year end. Employer contributions
funded during the Plan Year shall not be subject to the
eligibility requirements of this Section 1.05(a)(3).
(b) [X] Deferral Contributions
(1) Regular Contributions
The Employer shall make a Deferral Contribution in accordance
with Section 4.01 on behalf of each Participant who has an
executed salary reduction agreement in effect with the
Employer for the payroll period in question, not to exceed
60% (no more than 15%) of Compensation for that period.
(A) A Participant may increase or decrease, on a prospective
basis, his salary reduction agreement percentage (check
one):
(i) [X] As of the beginning of each payroll period.
(ii) [ ] As of the first day of each month.
(iii) [ ] As of the next Entry Date.
(iv) [ ] (Specify, but must be at least once per Plan
Year)
(B) A Participant may revoke, on a prospective basis, a
salary reduction agreement at any time upon proper notice
to the Administrator but in such case may not file a new
salary reduction agreement until (check one):
(i) [ ] The first day of the next Plan Year.
(ii) [ ] Any subsequent Plan Entry Date.
(iii) [X] (Specify, but must be at least once per Plan
Year) As of the beginning of each payroll
period.
(2) [ ] Catch-Up Contributions
The Employer may allow Participants upon proper notice and
approval to enter into a special salary reduction agreement to
make additional Deferral Contributions in an amount up to 100%
of their Compensation for the payroll period(s) in the final
month of the Plan Year.
(3) [ ] Bonus Contributions
The Employer may allow Participants upon proper notice and
approval to enter into a special salary reduction agreement to
make Deferral Contributions in an amount up to 100% of any
Employer paid cash bonuses made for such Participants during
the Plan year. The Compensation definition elected by the
Employer in Section 1.04(a) must include bonuses if bonus
contributions are permitted.
Note: A Participant's contributions under (2) and/or (3) may
not cause the Participant to exceed the percentage limit
specified by the Employer in (1) after the Plan Year.
The Employer has the right to restrict a Participant's
right to make Deferral Contributions if they will
adversely affect the Plan's ability to pass the actual
deferral percentage and/or the actual contribution
percentage test.
(4) [X] Qualified Discretionary Contributions
The Employer may contribute an amount which it designates as a
Qualified Discretionary Contribution to be included in the
actual deferral percentage or actual contribution percentage
test. Qualified Discretionary Contributions shall be allocated
to Non-highly Compensated Employees (check one):
(A) [X] in the ratio which each such Participant's
Compensation for the Plan Year bears to the total of
all such Participants' Compensation for the Plan Year.
(B) [ ] as a flat dollar amount for each such Participant for
the Plan Year.
(c) [X] Matching Contributions (only if Section 1.05(b) is checked)
(1) The Employer shall make a Matching Contribution on behalf of
each Participant in an amount equal to the following
percentage of a Participant's Deferral Contributions during
the Plan Year (check One):
(A) [ ] 50%
(B) [ ] 100%
(C) [ ] ___%
(D) [ ] (Tiered Match)
___% of the first ________% of the Participant's
Compensation contributed to the Plan,
___% of the next _________% of the Participant's
Compensation contributed to the Plan,
___% of the next _________% of the Participant's
Compensation contributed to the Plan.
Note: The percentages specified above for Matching
Contributions may not increase as the percentage
Of Compensation contributed increases.
(E) [X] The percentage declared for the year, if any, by a
Board of Directors' Resolution (or by a Letter of
Intent for a sole Proprietary or Partnership).
(2) [ ] The Employer may at Plan Year end make an additional
Matching 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 an option is checked under Section
1.05(c)(1)).
(3) [ ] Matching Contribution Limits (check the appropriate box):
(A) [ ] Deferral Contributions in excess of __% of the
Participant's Compensation for the period in question
shall not be considered for Matching Contributions.
Note: If the Employer elects a percentage limit in (A)
above and requests the Trustee to account
separately for matched and unmatched Deferral
Contributions, the Matching Contributions allocated
to each Participant must be computed, and the
percentage limit applied, based upon each payroll
period.
(B) [ ] Matching Contributions for each Participant for each
Plan year shall be limited to $_________.
(4) Eligibility Requirement(s)
A Participant who makes Deferral Contributions during the Plan
Year under Section 1.05(b) shall be entitled to Matching
Contributions for that Plan Year if the Participant satisfies
the following requirement(s) (Check the appropriate box(es).
Options (B) and (C) may not be elected together):
(A) [X] Is employed by the Employer on the last day of the
Plan Year.
(B) [ ] Earns at least 500 Hours of Service during the Plan
Year.
(C) [ ] Earns at least 1,000 Hours of Service during the Plan
Year.
(D) [ ] Is not a Highly Compensated Employee for the Plan
Year.
(E) [ ] Is not a Partner of the Employer, if the Employer is a
Partnership.
(F) [ ] No requirements.
Note: If option (A), (B) or (C) above is selected then
Matching Contributions can only be funded by the
Employer after the Plan Year ends. Any Matching
Contribution funded before Plan Year end shall not be
subject to the eligibility requirements of this Section
1.05(c)(4)). If option (A), (B), or (C) is adopted
during a Plan Year, such option shall not become
effective until the first day of the next Plan Year.
(d) [X] Employee After-Tax Contributions (check one):
(1) [X] Future Contributions
Participants may make voluntary non-deductible Employee
Contributions pursuant to Section 4.09 of the Plan. This
option may only be elected if the Employer has elected to
permit Deferral Contributions under Section 1.05(b). Matching
Contributions by the Employer are not allowed on any voluntary
non-deductible Employee Contributions. Withdrawals are limited
to one per year unless Employee contributions were allowed
under a previous plan document which authorized more frequent
withdrawals.
(2) [ ] Frozen Contributions
Participants may not make voluntary non-deductible Employee
Contributions, but the Employer does maintain frozen
Participant voluntary non-deductible Employee Contribution
Accounts.
EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 10th day of December, 2002.
Employer GIANT INDUSTRIES, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title Vice President, Human Resources
-------------------------------
Employer
By
-------------------------------
Title
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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, 2002.
Employer GIANT INDUSTRIES, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Title Vice President, Human Resources
-------------------------------
Employer
By
-------------------------------
Title
-------------------------------
Accepted by
Fidelity Management Trust Company, as Trustee
By___________________________ Date________________
Title________________________
