exv10w11



 






Exhibit 10.11




The CORPORATEplan

For RETIREMENTSM




(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 CORPORATEplan for RetirementSM

	 	 	 	Non-Std PS Plan
	 

	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.	 	 
	 

	 	All rights reserved.	 	 






 









 






1.11 NONELECTIVE EMPLOYER CONTRIBUTIONS





Note: An Employer may elect both a fixed formula and a discretionary formula. If both are
selected, the discretionary formula shall be treated as an additional Nonelective Employer
Contribution and allocated separately in accordance with the allocation formula selected by
the Employer.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	a.	 	þ
	 	Fixed Formula (An Employer may elect both the Safe Harbor Formula and
one of the other fixed formulas. Otherwise, the Employer may only select one of the
following.)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	(1	)	 	þ	 	Fixed Percentage Employer Contribution – For each Plan
Year, the Employer shall contribute for each eligible Active Participant an
amount equal to 3% (not to exceed 15% for Plan Years beginning prior to
2002 and 25% for Plan Years beginning on or after January 1, 2002) of such
Active Participant’s Compensation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	(2	)	 	o	 	Fixed Flat Dollar Employer Contribution – The Employer shall
contribute for each eligible Active Participant an amount equal to $                    .
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	The contribution amount is based on an Active Participant’s service for the
following period:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(A)
	 	o
	 	Each paid hour.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(B)
	 	o
	 	Each payroll period.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(C)
	 	o
	 	Each Plan Year.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(D)
	 	o
	 	Other:                                                                                
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	(3	)	 	o	 	Safe Harbor Formula – Effective only with respect to Plan Years
that begin on or after January 1, 1999, the Nonelective Employer Contribution
specified in the Safe Harbor Nonelective Employer Contribution Addendum is
intended to satisfy the safe harbor contribution requirements under the Code
such that the “ADP” test (and, under certain circumstances, the “ACP” test) is
deemed satisfied. Please complete the Safe Harbor Nonelective Employer
Contribution Addendum to the Adoption Agreement. (Choose only if Option
1.07(a), Deferral Contributions, is checked.)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(b)	 	þ
	 	Discretionary Formula – The Employer may decide each Plan Year whether
to make a discretionary Nonelective Employer Contribution on behalf of eligible Active
Participants in accordance with Section 5.10. Such contributions shall be allocated to
eligible Active Participants based upon the following (check (1) or (2)):
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	(1	)	 	þ	 	Non-Integrated Allocation Formula – In the ratio that
each eligible Active Participant’s Compensation bears to the total Compensation
paid to all eligible Active Participants for the Plan Year.






	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	Non-Std PS Plan
	 

	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.	 	 
	 

	 	All rights reserved.	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	o
	 	Integrated Allocation Formula – As (A) a percentage of each
eligible Active Participant’s Compensation plus (B) a percentage of each
eligible Active Participant’s Compensation in excess of the “integration level”
as defined below. The percentage of Compensation in excess of the “integration
level” shall be equal to the lesser of the percentage of the Active
Participant’s Compensation allocated under (A) above or the “permitted
disparity limit” as defined below.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Note: An Employer that has elected the Safe Harbor formula in Subsection
1.11(a)(3) above may not take Nonelective Employer Contributions made to
satisfy the safe harbor into account in applying the integrated allocation
formula described above.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	“Integration level” means the Social Security taxable wage base for the Plan
Year, unless the Employer elects a lesser amount in (A) or (B) below.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(A)
	 	___% (not to exceed 100%) of the Social
Security taxable wage base for the Plan Year, or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(B)
	 	$___(not to exceed the Social Security
taxable wage base).
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	“Permitted disparity limit” means the percentage provided by the following

table:






	 	 	 
	The “Integration Level” is ___% of
	 	The “Permitted Disparity Limit”
	the Taxable Wage Base
	 	is
	 	 	 
	20% or less
	 	5.7%
	 	 	 
	More than 20%, but not more than 80%
	 	4.3%
	 	 	 
	More than 80%, but less than 100%
	 	5.4%
	 	 	 
	100%
	 	5.7%







Note: An Employer who maintains any other plan that provides for Social
Security Integration (permitted disparity) may not elect Option 1.11(b)(2).



	 	 	 	 	 	 	 	 	 
	 	 	(c)	 	Continuing Eligibility Requirement(s) – A Participant shall only be entitled to
receive Nonelective Employer Contributions for a Plan Year under this Section 1.11 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 Nonelective Employer Contributions under the fixed formula if Option
1.11(a)(3), Safe Harbor Formula, is checked):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(1)
	 	o
	 	No requirements.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(2)
	 	þ
	 	Is employed by the Employer or a Related Employer on
the last day of the Plan Year.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(3)
	 	o
	 	Earns at least 501 Hours of Service during the Plan Year.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(4)
	 	o
	 	Earns at least 1,000 Hours of Service during the Plan Year.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(5)
	 	o
	 	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.






	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	Non-Std PS Plan
	 

	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.	 	 
	 

	 	All rights reserved.	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(6)
	 	o
	 	Is not a Highly Compensated Employee for the Plan Year.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(7)
	 	o
	 	Is not a partner or a member of the Employer, if the Employer
is a partnership or an entity taxed as a partnership.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(8)
	 	þ
	 	Special continuing eligibility requirement(s) for
discretionary Nonelective Employer Contributions. (Only if both Options 1.11(a)
and (b) are checked.)
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(A)
	 	The continuing eligibility requirement(s) for
discretionary Nonelective Employer Contributions is/are  (2)
 (Fill in number of applicable eligibility requirement(s) from
above.)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Note: If Option (2), (3), (4), or (5) above is selected then Nonelective Employer
Contributions can only be funded by the Employer after the Plan Year ends.
Nonelective Employer Contributions funded during the 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 Plan Year, such Option such not become effective
until the first day of the next Plan Year.






	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	Non-Std PS Plan
	 

	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.	 	 
	 

	 	All rights reserved.	 	 






 









 





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
	1.11

	 	 	 	01/01/2005






     IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this 23 day of
January, 2006.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	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/ James F. Harrigan	 	 	 	Date:	 	1/24/2006
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:	 	James F. Harrigan, Authorized Signatory	 	 	 	 






	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	Non-Std PS Plan
	 

	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.	 	 
	 

	 	All rights reserved.