8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 20, 2016

GOLDEN ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-4339	63-0250005
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

One Golden Flake Drive, Birmingham, Alabama 35205

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (205) 458-7316

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

A.         On July 20, 2016, Golden Enterprises, Inc. (“Golden Enterprises” or the “Company”), executed Retention Bonus Agreements with Mark W. McCutcheon, Chief Executive Officer, Paul R. Bates, Executive Vice President, David A. Jones, Executive Vice President and Patty R. Townsend, Chief Financial Officer (the “Key Employees” or singularly, “Key Employee”). Upon the terms and subject to the conditions set forth in the Retention Bonus Agreements, Key Employees are paid to remain in the employment of the Company or its wholly-owned subsidiary, after the Company merges with a wholly-owned subsidiary of Utz Quality Foods, Inc. (“Utz”).

Pursuant to the Retention Bonus Agreements, upon the merging of Company and a wholly-owned subsidiary of Utz (the “Merger”), a Key Employee will receive, upon satisfaction of certain conditions, a retention bonus in the amount of seventy-five percent (75%) of their base salary as of July 18, 2016. Such payment will be made at the end of the “Retention Period” which is one (1) year after the Merger. Payment of the retention bonus is contingent on satisfaction of three (3) conditions:

1. The Key Employee must not have resigned from employment with the Company at any time from the date of the execution of the Retention Bonus Agreement through the last day of the Retention Period.

2. The Company must not have terminated the Key Employee’s employment at any time from the date of the execution of the Retention Bonus Agreement through the end of the Retention Period for “cause”.

3. Following the last day of the Retention Period, the Key Employee must deliver to the Company a general release as set forth on Schedule A to the Retention Bonus Agreement.

For purposes of the Retention Bonus Agreement, termination for “cause” includes termination for willful, material breach or failure to comply with the Company’s written policies, procedures or instructions if such failure has a material adverse impact on the Company, willful, material misconduct or dishonest act or fraud in the performance of duties with the Company which has a material adverse impact on the Company, and indictment for, or conviction of, or pleading guilty or no lo contendere, to a felony or a crime involving moral turpitude, fraud, or embezzlement.

A Key Employee is given the right to cure such cause within ten (10) business days or receipt of notice from the Company.

Notwithstanding the Retention Bonus Agreement, each Key Employee specifically remains an employee at will which the Company may terminate with or without cause at any time.

B.          As previously discussed in the Form 8-K dated July 19, 2016, pursuant to the Merger Agreement, the Company agreed to terminate each incentive stock option (“Stock Option”) outstanding prior to the effective time of the Merger (the “Option Cancellation Agreement”). The Option Cancellation Agreement will provide that each holder of a Stock Option shall be entitled to receive, in consideration of the cancellation of such options held by such Stock Option Holder, subject to the consummation of the Merger, a cash payment per share equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, whether or not the Stock Option is currently exercisable, multiplied by (y) the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of the Company Stock Options, less any taxes required to be withheld in accordance with the Merger Agreement.

On July 20, 2016, Golden Enterprises entered into Option Cancellation Agreements with each of the Key Employees. As a result of entering into the Option Cancellation Agreements, at the time of Merger each Key Employee will be entitled to receive the amount determined by the formula set forth above.

The disclosures contained herein are intended merely as summaries, do not purport to be complete and are qualified in their entirety by reference to the full texts of the Retention Bonus Agreements and Option Cancellation Agreements attached as exhibits hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

10.27	Retention Bonus Agreement for Mark W. McCutcheon
10.28	Retention Bonus Agreement for Paul Randall Bates
10.29	Retention Bonus Agreement for David A. Jones
10.30	Retention Bonus Agreement for Patty R. Townsend
10.31	Option Cancellation Agreement for Mark W. McCutcheon
10.32	Option Cancellation Agreement for Paul Randall Bates
10.33	Option Cancellation Agreement for David A. Jones
10.34	Option Cancellation Agreement for Patty R. Townsend

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 22, 2016

GOLDEN ENTERPRISES, INC.
By:	/s/ Patty Townsend
	Patty Townsend
	Vice President, CFO & Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.27	Retention Bonus Agreement for Mark W. McCutcheon
10.28	Retention Bonus Agreement for Paul Randall Bates
10.29	Retention Bonus Agreement for David A. Jones
10.30	Retention Bonus Agreement for Patty R. Townsend
10.31	Option Cancellation Agreement for Mark W. McCutcheon
10.32	Option Cancellation Agreement for Paul Randall Bates
10.33	Option Cancellation Agreement for David A. Jones
10.34	Option Cancellation Agreement for Patty R. Townsend

EX-10.27

Exhibit 10.27

July 18, 2016

Mr. Mark W. McCutcheon

Birmingham, Alabama

Re: Retention Bonus Agreement and Release

Dear Mark:

As you may know, the board of directors of Golden Enterprises, Inc. (“Golden Enterprises”) is in the process of evaluating strategic alternatives for Golden Enterprises, with the objective of enhancing growth opportunities and unlocking shareholder value (the “Process”). In recognition that your continued service and dedication to Golden Enterprises and Golden Flake Snack Foods, Inc. (together with Golden Enterprises, the “Company”) is essential to the successful completion of the Process, and as an inducement for you to remain employed with Company throughout the Process, we are pleased to offer you the opportunity to earn a retention bonus, as described in this letter agreement.

Although it is not possible at this time to predict any specific outcome of the Process, one possible alternative that may be pursued would involve a transaction resulting in a change in control of Golden Enterprises (“Transaction”). In the event that the Process leads to such a Transaction, then, in recognition of your continued service to the Company throughout the Process and until the end of the twelfth calendar month following the closing of such a Transaction (the “Retention Period”), the Company will pay you a retention bonus in the amount of seventy-five percent (75%) of your base salary as of the date of this letter, less all applicable withholdings and deductions required by law (the “Retention Bonus”). Payment of the Retention Bonus will be contingent on satisfaction of each of the following three (3) conditions of eligibility:

1. You must not have resigned from employment with the Company at any time from the date of this letter through the last day of the Retention Period. (Your death or disability shall not be deemed a “resignation”.)

2. The Company must not have terminated your employment at any time from the date of this letter through the end of the Retention Period for “Cause” (as defined below).

3. Following the last day of the Retention Period, you deliver to the Director of Human Resources of the Company, and do not revoke, an executed copy of the General Release in the form attached hereto as Exhibit A (the “Release”).

If a Transaction occurs and each of the above listed conditions of eligibility have been met, then the Retention Bonus will be paid to you in a single, lump sum cash payment on the first regularly scheduled pay date following the expiration of the revocation period provided for in the Release.

Retention Bonus Agreement and Release

July 18, 2016

Termination for “Cause”. This Agreement, and your employment with the Company, may be terminated by the Company at any time for Cause by written notice to you specifying the nature of the Cause. For purposes of this Agreement, "Cause" shall include the following: (1) your willful, material breach or failure to comply with the Company’s written policies, procedures or instructions if such failure has a material adverse impact on the Company; (2) your willful, material misconduct or dishonest act or fraud in the performance of duties with the Company which has a material adverse impact on the Company; (3) your indictment for, or conviction of, or pleading guilty or no lo contendere to, a felony or a crime involving moral turpitude, fraud, or embezzlement; and (4) any of the foregoing reasons constituting Cause reoccurring after prior notice and cure.

Notice and Cure. In order to terminate your employment for “Cause” under items 1, 2 or 3 of the immediately preceding paragraph, the Company must give you written notice of the grounds constituting Cause, describing in reasonable detail the date(s), place(s) and underlying facts constituting Cause. If you do not cure such alleged breach or explain to the Company’s reasonable satisfaction that no such breach occurred or to the degree alleged within ten (10) business days following your receipt of the notice, the Company may terminate your employment for Cause by providing notice to you in writing.

Your employment remains at-will, meaning that either you or the Company may terminate such employment relationship at any time, with or without cause, and with or without notice.

This letter agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with such intent. To the extent the Retention Bonus constitutes deferred compensation within the meaning of Section 409A, this letter agreement is intended to comply with Section 409A and the terms of this letter agreement shall be applied consistent with the requirements thereof.

This letter agreement and the proposed Retention Bonus arrangement shall expire and become of no further force or effect if the Process ends without the consummation of a Transaction on or before December 31, 2016.

This letter agreement and the Release, once executed by you, contain all of the understandings and representations between the Company and you relating to the retention bonus and supersede all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any retention bonus; provided, however, that this letter agreement and the Release shall not supersede any other agreements between the Company and you regarding your employment relationship with the Company and the protection of the Company confidential information and customers, all of which shall remain in full force and effect. This letter agreement and the Release may not be amended or modified unless in writing signed by both an authorized officer of the Company and you. This letter agreement and the Release, for all purposes, shall be construed in accordance with federal law and the laws of the State of Alabama without regard to conflicts-of-law principles, and to the fullest extent permitted by law, the federal and/or state courts within Alabama shall have exclusive jurisdiction over any claims arising out of this letter agreement and the Release.

Retention Bonus Agreement and Release

July 18, 2016

We look forward to your continued employment with us.

Yours very truly,

Golden Enterprises, Inc.

/s/Mark W. McCutcheon

Mark W. McCutcheon

Chief Executive Officer

REVIEWED AND ACCEPTED:
/s/Mark W. McCutcheon
Mark W. McCutcheon
Date:	July 18, 2016

EXHIBIT A

GENERAL RELEASE

This General Release (this “Release”) is by and between Golden Enterprises, Inc. (together with its wholly-owned subsidiary Golden Flake Snack Foods, Inc., the “Employer”) and the undersigned employee of the Company (“Employee”).

In consideration of the promises made in the accompanying Retention Bonus Letter Agreement (the “Letter Agreement”), and intending to be legally bound hereby, Employer and Employee agree as follows:

1.         The payments referenced in the Letter Agreement will not be made unless Employee returns this signed Release and will not be made until the expiration of the 7-day revocation period set forth in Paragraph 5 of this Release, provided such revocation period has expired without Employee revoking this Release. Employee understands that he/she may not execute this Release prior to the last day of the Retention Period (as that term is defined in the Letter Agreement).

2.         Except as provided for in Paragraph 3 of this Release, which relates to Employee’s right to file a charge with the Equal Employment Opportunity Commission, Employee hereby releases and forever discharges Employer and its past and present parents, subsidiaries, divisions and related and affiliated organizations, and their respective officers, shareholders, directors, attorneys, agents, servants and employees and their successors, heirs and assigns from all causes of action, claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, whether asserted or unasserted, including without limitation any and all claims for or related to employment discrimination, wrongful discharge, compensation, benefits, bonuses, incentives, expenses, options, wages, severance pay, vacation pay, fringe benefits, or other monies or accountings, including punitive damages, liquidated damages, exemplary damages, or compensatory damages, physical, mental, or emotional distress, pain and suffering, back pay, front pay, costs, and attorneys’ fees, and any other legal or equitable relief, and further including without limitation any and all rights and claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Equal Pay Act, or any other federal, state or local law, ordinance or regulation or claims relating to Employee’s employment or separation from employment with Employer arising up until the date of Employee’s execution of this Release, except that this Release does not extend to claims relating to the validity or enforcement of this Release, claims for worker’s compensation benefits, amounts owed under this Release, claims for vested retirement benefits under the Employee Retirement Income Security Act, or other non-waivable claims.

3.         Nothing in this Release shall prohibit, discourage, deter or interfere with Employee’s right to file a charge with, communicate with, or participate in any proceeding or investigation conducted by the EEOC. However, Employee agrees that he/she will not file, or permit to be filed in his/her name or on his/her behalf, any lawsuit in court against any of the persons or entities released in this Release, based upon any act or event released herein, except that this provision does not apply to any action or lawsuit challenging the validity or enforcement of this Release. Employee further agrees that, although he/she has the right to file a charge with the Equal Employment Opportunity Commission as set forth below, should he/she file such a charge, or should any charge, lawsuit, complaint or other claim be filed in his/her name or on his/her behalf with the Equal Employment Opportunity Commission or with any other administrative agency or organization, or in any other forum, against any of the persons or entities released herein, based upon any act or event released herein, he/she will not seek or accept any personal legal or equitable relief based upon such charge, lawsuit, complaint or other claim, including but not limited to an award of monetary damages.

4.         If any court of competent jurisdiction invalidates any part of this Release, then the court making such determination shall have the right to modify this Release and in its reduced form this Release shall be enforceable to the fullest extent permitted by law. If any provision or part of a provision of this Release is held to be invalid or unenforceable, such provision shall be severed from this Release and the remaining provisions shall remain in full force and effect. This paragraph shall be interpreted to give the fullest possible effect to Employee’s release of claims.

5.         Employee hereby represents and acknowledges that (a) Employer has advised Employee in writing to consult with an attorney of his/her choosing and he/she has had the opportunity to do so before signing this Release; (b) Employee has had the right to consider whether to sign this Release for up to twenty-one (21) days after his/her receipt of it, although he/she need not take the entire 21-day period to consider whether to sign it; (c) Employee may not sign this Release until on or after the last day of the Retention Period; (d) Employee understands that he/she has seven (7) days after signing this Release in which to revoke it by delivering a written notice of such revocation to the attention of the Director of Human Resources of Golden Flake Snack Foods, Inc. at One Golden Flake Drive, Birmingham, Alabama 35205; and (e) the consideration provided Employee under this Release (including payment under the Letter Agreement) is sufficient to support the releases provided by him/her under this Release and is greater than Employee would be entitled to receive if he/she did not sign this Release. Employee understands that Employer regards the representations made by him/her as material and that Employer is relying on these representations in entering into this Release.

Employee declares that he/she has completely read, fully understands and voluntarily accepts the terms of this Release after complete consideration of all facts and legal claims.

IN WITNESS WHEREOF, the parties have entered into this Release as of the last date indicated below.

	Dated:
Mark W. McCutcheon
Golden Enterprises, Inc.
	Dated:
By: Mark W. McCutcheon
Title: Chief Executive Officer

EX-10.28

Exhibit 10.28

July 18, 2016

Mr. Paul Randall Bates

Birmingham, Alabama

Re: Retention Bonus Agreement and Release

Dear Randy:

As you may know, the board of directors of Golden Enterprises, Inc. (“Golden Enterprises”) is in the process of evaluating strategic alternatives for Golden Enterprises, with the objective of enhancing growth opportunities and unlocking shareholder value (the “Process”). In recognition that your continued service and dedication to Golden Enterprises and Golden Flake Snack Foods, Inc. (together with Golden Enterprises, the “Company”) is essential to the successful completion of the Process, and as an inducement for you to remain employed with Company throughout the Process, we are pleased to offer you the opportunity to earn a retention bonus, as described in this letter agreement.

Although it is not possible at this time to predict any specific outcome of the Process, one possible alternative that may be pursued would involve a transaction resulting in a change in control of Golden Enterprises (“Transaction”). In the event that the Process leads to such a Transaction, then, in recognition of your continued service to the Company throughout the Process and until the end of the twelfth calendar month following the closing of such a Transaction (the “Retention Period”), the Company will pay you a retention bonus in the amount of seventy-five percent (75%) of your base salary as of the date of this letter, less all applicable withholdings and deductions required by law (the “Retention Bonus”). Payment of the Retention Bonus will be contingent on satisfaction of each of the following three (3) conditions of eligibility:

1. You must not have resigned from employment with the Company at any time from the date of this letter through the last day of the Retention Period. (Your death or disability shall not be deemed a “resignation”.)

2. The Company must not have terminated your employment at any time from the date of this letter through the end of the Retention Period for “Cause” (as defined below).

3. Following the last day of the Retention Period, you deliver to the Director of Human Resources of the Company, and do not revoke, an executed copy of the General Release in the form attached hereto as Exhibit A (the “Release”).

If a Transaction occurs and each of the above listed conditions of eligibility have been met, then the Retention Bonus will be paid to you in a single, lump sum cash payment on the first regularly scheduled pay date following the expiration of the revocation period provided for in the Release.

Retention Bonus Agreement and Release

July 18, 2016

Termination for “Cause”. This Agreement, and your employment with the Company, may be terminated by the Company at any time for Cause by written notice to you specifying the nature of the Cause. For purposes of this Agreement, "Cause" shall include the following: (1) your willful, material breach or failure to comply with the Company’s written policies, procedures or instructions if such failure has a material adverse impact on the Company; (2) your willful, material misconduct or dishonest act or fraud in the performance of duties with the Company which has a material adverse impact on the Company; (3) your indictment for, or conviction of, or pleading guilty or no lo contendere to, a felony or a crime involving moral turpitude, fraud, or embezzlement; and (4) any of the foregoing reasons constituting Cause reoccurring after prior notice and cure.

Notice and Cure. In order to terminate your employment for “Cause” under items 1, 2 or 3 of the immediately preceding paragraph, the Company must give you written notice of the grounds constituting Cause, describing in reasonable detail the date(s), place(s) and underlying facts constituting Cause. If you do not cure such alleged breach or explain to the Company’s reasonable satisfaction that no such breach occurred or to the degree alleged within ten (10) business days following your receipt of the notice, the Company may terminate your employment for Cause by providing notice to you in writing.

Your employment remains at-will, meaning that either you or the Company may terminate such employment relationship at any time, with or without cause, and with or without notice.

This letter agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with such intent. To the extent the Retention Bonus constitutes deferred compensation within the meaning of Section 409A, this letter agreement is intended to comply with Section 409A and the terms of this letter agreement shall be applied consistent with the requirements thereof.

This letter agreement and the proposed Retention Bonus arrangement shall expire and become of no further force or effect if the Process ends without the consummation of a Transaction on or before December 31, 2016.

This letter agreement and the Release, once executed by you, contain all of the understandings and representations between the Company and you relating to the retention bonus and supersede all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any retention bonus; provided, however, that this letter agreement and the Release shall not supersede any other agreements between the Company and you regarding your employment relationship with the Company and the protection of the Company confidential information and customers, all of which shall remain in full force and effect. This letter agreement and the Release may not be amended or modified unless in writing signed by both an authorized officer of the Company and you. This letter agreement and the Release, for all purposes, shall be construed in accordance with federal law and the laws of the State of Alabama without regard to conflicts-of-law principles, and to the fullest extent permitted by law, the federal and/or state courts within Alabama shall have exclusive jurisdiction over any claims arising out of this letter agreement and the Release.

Retention Bonus Agreement and Release

July 18, 2016

We look forward to your continued employment with us.

Yours very truly,

Golden Enterprises, Inc.

/s/Mark W. McCutcheon

Mark W. McCutcheon

Chief Executive Officer

REVIEWED AND ACCEPTED:
/s/Paul Randall Bates
Paul Randall Bates
Date:	July 18, 2016

EXHIBIT A

GENERAL RELEASE

This General Release (this “Release”) is by and between Golden Enterprises, Inc. (together with its wholly-owned subsidiary Golden Flake Snack Foods, Inc., the “Employer”) and the undersigned employee of the Company (“Employee”).

In consideration of the promises made in the accompanying Retention Bonus Letter Agreement (the “Letter Agreement”), and intending to be legally bound hereby, Employer and Employee agree as follows:

1.         The payments referenced in the Letter Agreement will not be made unless Employee returns this signed Release and will not be made until the expiration of the 7-day revocation period set forth in Paragraph 5 of this Release, provided such revocation period has expired without Employee revoking this Release. Employee understands that he/she may not execute this Release prior to the last day of the Retention Period (as that term is defined in the Letter Agreement).

2.         Except as provided for in Paragraph 3 of this Release, which relates to Employee’s right to file a charge with the Equal Employment Opportunity Commission, Employee hereby releases and forever discharges Employer and its past and present parents, subsidiaries, divisions and related and affiliated organizations, and their respective officers, shareholders, directors, attorneys, agents, servants and employees and their successors, heirs and assigns from all causes of action, claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, whether asserted or unasserted, including without limitation any and all claims for or related to employment discrimination, wrongful discharge, compensation, benefits, bonuses, incentives, expenses, options, wages, severance pay, vacation pay, fringe benefits, or other monies or accountings, including punitive damages, liquidated damages, exemplary damages, or compensatory damages, physical, mental, or emotional distress, pain and suffering, back pay, front pay, costs, and attorneys’ fees, and any other legal or equitable relief, and further including without limitation any and all rights and claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Equal Pay Act, or any other federal, state or local law, ordinance or regulation or claims relating to Employee’s employment or separation from employment with Employer arising up until the date of Employee’s execution of this Release, except that this Release does not extend to claims relating to the validity or enforcement of this Release, claims for worker’s compensation benefits, amounts owed under this Release, claims for vested retirement benefits under the Employee Retirement Income Security Act, or other non-waivable claims.

3.         Nothing in this Release shall prohibit, discourage, deter or interfere with Employee’s right to file a charge with, communicate with, or participate in any proceeding or investigation conducted by the EEOC. However, Employee agrees that he/she will not file, or permit to be filed in his/her name or on his/her behalf, any lawsuit in court against any of the persons or entities released in this Release, based upon any act or event released herein, except that this provision does not apply to any action or lawsuit challenging the validity or enforcement of this Release. Employee further agrees that, although he/she has the right to file a charge with the Equal Employment Opportunity Commission as set forth below, should he/she file such a charge, or should any charge, lawsuit, complaint or other claim be filed in his/her name or on his/her behalf with the Equal Employment Opportunity Commission or with any other administrative agency or organization, or in any other forum, against any of the persons or entities released herein, based upon any act or event released herein, he/she will not seek or accept any personal legal or equitable relief based upon such charge, lawsuit, complaint or other claim, including but not limited to an award of monetary damages.

4.         If any court of competent jurisdiction invalidates any part of this Release, then the court making such determination shall have the right to modify this Release and in its reduced form this Release shall be enforceable to the fullest extent permitted by law. If any provision or part of a provision of this Release is held to be invalid or unenforceable, such provision shall be severed from this Release and the remaining provisions shall remain in full force and effect. This paragraph shall be interpreted to give the fullest possible effect to Employee’s release of claims.

5.         Employee hereby represents and acknowledges that (a) Employer has advised Employee in writing to consult with an attorney of his/her choosing and he/she has had the opportunity to do so before signing this Release; (b) Employee has had the right to consider whether to sign this Release for up to twenty-one (21) days after his/her receipt of it, although he/she need not take the entire 21-day period to consider whether to sign it; (c) Employee may not sign this Release until on or after the last day of the Retention Period; (d) Employee understands that he/she has seven (7) days after signing this Release in which to revoke it by delivering a written notice of such revocation to the attention of the Director of Human Resources of Golden Flake Snack Foods, Inc. at One Golden Flake Drive, Birmingham, Alabama 35205; and (e) the consideration provided Employee under this Release (including payment under the Letter Agreement) is sufficient to support the releases provided by him/her under this Release and is greater than Employee would be entitled to receive if he/she did not sign this Release. Employee understands that Employer regards the representations made by him/her as material and that Employer is relying on these representations in entering into this Release.

Employee declares that he/she has completely read, fully understands and voluntarily accepts the terms of this Release after complete consideration of all facts and legal claims.

IN WITNESS WHEREOF, the parties have entered into this Release as of the last date indicated below.

	Dated:
Paul Randall Bates
Golden Enterprises, Inc.
	Dated:
By: Mark W. McCutcheon
Title: Chief Executive Officer

EX-10.29

Exhibit 10.29

July 18, 2016

Mr. David A. Jones

Birmingham, Alabama

Re: Retention Bonus Agreement and Release

Dear Dave:

As you may know, the board of directors of Golden Enterprises, Inc. (“Golden Enterprises”) is in the process of evaluating strategic alternatives for Golden Enterprises, with the objective of enhancing growth opportunities and unlocking shareholder value (the “Process”). In recognition that your continued service and dedication to Golden Enterprises and Golden Flake Snack Foods, Inc. (together with Golden Enterprises, the “Company”) is essential to the successful completion of the Process, and as an inducement for you to remain employed with Company throughout the Process, we are pleased to offer you the opportunity to earn a retention bonus, as described in this letter agreement.

Although it is not possible at this time to predict any specific outcome of the Process, one possible alternative that may be pursued would involve a transaction resulting in a change in control of Golden Enterprises (“Transaction”). In the event that the Process leads to such a Transaction, then, in recognition of your continued service to the Company throughout the Process and until the end of the twelfth calendar month following the closing of such a Transaction (the “Retention Period”), the Company will pay you a retention bonus in the amount of seventy-five percent (75%) of your base salary as of the date of this letter, less all applicable withholdings and deductions required by law (the “Retention Bonus”). Payment of the Retention Bonus will be contingent on satisfaction of each of the following three (3) conditions of eligibility:

1. You must not have resigned from employment with the Company at any time from the date of this letter through the last day of the Retention Period. (Your death or disability shall not be deemed a “resignation”.)

2. The Company must not have terminated your employment at any time from the date of this letter through the end of the Retention Period for “Cause” (as defined below).

3. Following the last day of the Retention Period, you deliver to the Director of Human Resources of the Company, and do not revoke, an executed copy of the General Release in the form attached hereto as Exhibit A (the “Release”).

If a Transaction occurs and each of the above listed conditions of eligibility have been met, then the Retention Bonus will be paid to you in a single, lump sum cash payment on the first regularly scheduled pay date following the expiration of the revocation period provided for in the Release.

Retention Bonus Agreement and Release

July 18, 2016

Termination for “Cause”. This Agreement, and your employment with the Company, may be terminated by the Company at any time for Cause by written notice to you specifying the nature of the Cause. For purposes of this Agreement, "Cause" shall include the following: (1) your willful, material breach or failure to comply with the Company’s written policies, procedures or instructions if such failure has a material adverse impact on the Company; (2) your willful, material misconduct or dishonest act or fraud in the performance of duties with the Company which has a material adverse impact on the Company; (3) your indictment for, or conviction of, or pleading guilty or no lo contendere to, a felony or a crime involving moral turpitude, fraud, or embezzlement; and (4) any of the foregoing reasons constituting Cause reoccurring after prior notice and cure.

Notice and Cure. In order to terminate your employment for “Cause” under items 1, 2 or 3 of the immediately preceding paragraph, the Company must give you written notice of the grounds constituting Cause, describing in reasonable detail the date(s), place(s) and underlying facts constituting Cause. If you do not cure such alleged breach or explain to the Company’s reasonable satisfaction that no such breach occurred or to the degree alleged within ten (10) business days following your receipt of the notice, the Company may terminate your employment for Cause by providing notice to you in writing.

Your employment remains at-will, meaning that either you or the Company may terminate such employment relationship at any time, with or without cause, and with or without notice.

This letter agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with such intent. To the extent the Retention Bonus constitutes deferred compensation within the meaning of Section 409A, this letter agreement is intended to comply with Section 409A and the terms of this letter agreement shall be applied consistent with the requirements thereof.

This letter agreement and the proposed Retention Bonus arrangement shall expire and become of no further force or effect if the Process ends without the consummation of a Transaction on or before December 31, 2016.

This letter agreement and the Release, once executed by you, contain all of the understandings and representations between the Company and you relating to the retention bonus and supersede all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any retention bonus; provided, however, that this letter agreement and the Release shall not supersede any other agreements between the Company and you regarding your employment relationship with the Company and the protection of the Company confidential information and customers, all of which shall remain in full force and effect. This letter agreement and the Release may not be amended or modified unless in writing signed by both an authorized officer of the Company and you. This letter agreement and the Release, for all purposes, shall be construed in accordance with federal law and the laws of the State of Alabama without regard to conflicts-of-law principles, and to the fullest extent permitted by law, the federal and/or state courts within Alabama shall have exclusive jurisdiction over any claims arising out of this letter agreement and the Release.

Retention Bonus Agreement and Release

July 18, 2016

We look forward to your continued employment with us.

Yours very truly,

Golden Enterprises, Inc.

/s/Mark W. McCutcheon

Mark W. McCutcheon

Chief Executive Officer

REVIEWED AND ACCEPTED:

/s/David A. Jones

David A. Jones

Date: July 18, 2016

EXHIBIT A

GENERAL RELEASE

This General Release (this “Release”) is by and between Golden Enterprises, Inc. (together with its wholly-owned subsidiary Golden Flake Snack Foods, Inc., the “Employer”) and the undersigned employee of the Company (“Employee”).

In consideration of the promises made in the accompanying Retention Bonus Letter Agreement (the “Letter Agreement”), and intending to be legally bound hereby, Employer and Employee agree as follows:

1.          The payments referenced in the Letter Agreement will not be made unless Employee returns this signed Release and will not be made until the expiration of the 7-day revocation period set forth in Paragraph 5 of this Release, provided such revocation period has expired without Employee revoking this Release. Employee understands that he/she may not execute this Release prior to the last day of the Retention Period (as that term is defined in the Letter Agreement).

2.          Except as provided for in Paragraph 3 of this Release, which relates to Employee’s right to file a charge with the Equal Employment Opportunity Commission, Employee hereby releases and forever discharges Employer and its past and present parents, subsidiaries, divisions and related and affiliated organizations, and their respective officers, shareholders, directors, attorneys, agents, servants and employees and their successors, heirs and assigns from all causes of action, claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, whether asserted or unasserted, including without limitation any and all claims for or related to employment discrimination, wrongful discharge, compensation, benefits, bonuses, incentives, expenses, options, wages, severance pay, vacation pay, fringe benefits, or other monies or accountings, including punitive damages, liquidated damages, exemplary damages, or compensatory damages, physical, mental, or emotional distress, pain and suffering, back pay, front pay, costs, and attorneys’ fees, and any other legal or equitable relief, and further including without limitation any and all rights and claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Equal Pay Act, or any other federal, state or local law, ordinance or regulation or claims relating to Employee’s employment or separation from employment with Employer arising up until the date of Employee’s execution of this Release, except that this Release does not extend to claims relating to the validity or enforcement of this Release, claims for worker’s compensation benefits, amounts owed under this Release, claims for vested retirement benefits under the Employee Retirement Income Security Act, or other non-waivable claims.

3.           Nothing in this Release shall prohibit, discourage, deter or interfere with Employee’s right to file a charge with, communicate with, or participate in any proceeding or investigation conducted by the EEOC. However, Employee agrees that he/she will not file, or permit to be filed in his/her name or on his/her behalf, any lawsuit in court against any of the persons or entities released in this Release, based upon any act or event released herein, except that this provision does not apply to any action or lawsuit challenging the validity or enforcement of this Release. Employee further agrees that, although he/she has the right to file a charge with the Equal Employment Opportunity Commission as set forth below, should he/she file such a charge, or should any charge, lawsuit, complaint or other claim be filed in his/her name or on his/her behalf with the Equal Employment Opportunity Commission or with any other administrative agency or organization, or in any other forum, against any of the persons or entities released herein, based upon any act or event released herein, he/she will not seek or accept any personal legal or equitable relief based upon such charge, lawsuit, complaint or other claim, including but not limited to an award of monetary damages.

4.           If any court of competent jurisdiction invalidates any part of this Release, then the court making such determination shall have the right to modify this Release and in its reduced form this Release shall be enforceable to the fullest extent permitted by law. If any provision or part of a provision of this Release is held to be invalid or unenforceable, such provision shall be severed from this Release and the remaining provisions shall remain in full force and effect. This paragraph shall be interpreted to give the fullest possible effect to Employee’s release of claims.

5.           Employee hereby represents and acknowledges that (a) Employer has advised Employee in writing to consult with an attorney of his/her choosing and he/she has had the opportunity to do so before signing this Release; (b) Employee has had the right to consider whether to sign this Release for up to twenty-one (21) days after his/her receipt of it, although he/she need not take the entire 21-day period to consider whether to sign it; (c) Employee may not sign this Release until on or after the last day of the Retention Period; (d) Employee understands that he/she has seven (7) days after signing this Release in which to revoke it by delivering a written notice of such revocation to the attention of the Director of Human Resources of Golden Flake Snack Foods, Inc. at One Golden Flake Drive, Birmingham, Alabama 35205; and (e) the consideration provided Employee under this Release (including payment under the Letter Agreement) is sufficient to support the releases provided by him/her under this Release and is greater than Employee would be entitled to receive if he/she did not sign this Release. Employee understands that Employer regards the representations made by him/her as material and that Employer is relying on these representations in entering into this Release.

Employee declares that he/she has completely read, fully understands and voluntarily accepts the terms of this Release after complete consideration of all facts and legal claims.

IN WITNESS WHEREOF, the parties have entered into this Release as of the last date indicated below.

	Dated:
David A. Jones

Golden Enterprises, Inc.

	Dated:
By: Mark W. McCutcheon
Title: Chief Executive Officer

EX-10.30

Exhibit 10.30

 

July 18, 2016

Ms. Patty R. Townsend

Birmingham, Alabama

Re: Retention Bonus Agreement and Release

Dear Patty:

As you may know, the board of directors of Golden Enterprises, Inc. (“Golden Enterprises”) is in the process of evaluating strategic alternatives for Golden Enterprises, with the objective of enhancing growth opportunities and unlocking shareholder value (the “Process”). In recognition that your continued service and dedication to Golden Enterprises and Golden Flake Snack Foods, Inc. (together with Golden Enterprises, the “Company”) is essential to the successful completion of the Process, and as an inducement for you to remain employed with Company throughout the Process, we are pleased to offer you the opportunity to earn a retention bonus, as described in this letter agreement.

Although it is not possible at this time to predict any specific outcome of the Process, one possible alternative that may be pursued would involve a transaction resulting in a change in control of Golden Enterprises (“Transaction”). In the event that the Process leads to such a Transaction, then, in recognition of your continued service to the Company throughout the Process and until the end of the twelfth calendar month following the closing of such a Transaction (the “Retention Period”), the Company will pay you a retention bonus in the amount of seventy-five percent (75%) of your base salary as of the date of this letter, less all applicable withholdings and deductions required by law (the “Retention Bonus”). Payment of the Retention Bonus will be contingent on satisfaction of each of the following three (3) conditions of eligibility:

1. You must not have resigned from employment with the Company at any time from the date of this letter through the last day of the Retention Period. (Your death or disability shall not be deemed a “resignation”.)

2. The Company must not have terminated your employment at any time from the date of this letter through the end of the Retention Period for “Cause” (as defined below).

3. Following the last day of the Retention Period, you deliver to the Director of Human Resources of the Company, and do not revoke, an executed copy of the General Release in the form attached hereto as Exhibit A (the “Release”).

If a Transaction occurs and each of the above listed conditions of eligibility have been met, then the Retention Bonus will be paid to you in a single, lump sum cash payment on the first regularly scheduled pay date following the expiration of the revocation period provided for in the Release.

Retention Bonus Agreement and Release

July 18, 2016

Termination for “Cause”. This Agreement, and your employment with the Company, may be terminated by the Company at any time for Cause by written notice to you specifying the nature of the Cause. For purposes of this Agreement, "Cause" shall include the following: (1) your willful, material breach or failure to comply with the Company’s written policies, procedures or instructions if such failure has a material adverse impact on the Company; (2) your willful, material misconduct or dishonest act or fraud in the performance of duties with the Company which has a material adverse impact on the Company; (3) your indictment for, or conviction of, or pleading guilty or no lo contendere to, a felony or a crime involving moral turpitude, fraud, or embezzlement; and (4) any of the foregoing reasons constituting Cause reoccurring after prior notice and cure.

Notice and Cure. In order to terminate your employment for “Cause” under items 1, 2 or 3 of the immediately preceding paragraph, the Company must give you written notice of the grounds constituting Cause, describing in reasonable detail the date(s), place(s) and underlying facts constituting Cause. If you do not cure such alleged breach or explain to the Company’s reasonable satisfaction that no such breach occurred or to the degree alleged within ten (10) business days following your receipt of the notice, the Company may terminate your employment for Cause by providing notice to you in writing.

Your employment remains at-will, meaning that either you or the Company may terminate such employment relationship at any time, with or without cause, and with or without notice.

This letter agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with such intent. To the extent the Retention Bonus constitutes deferred compensation within the meaning of Section 409A, this letter agreement is intended to comply with Section 409A and the terms of this letter agreement shall be applied consistent with the requirements thereof.

This letter agreement and the proposed Retention Bonus arrangement shall expire and become of no further force or effect if the Process ends without the consummation of a Transaction on or before December 31, 2016.

This letter agreement and the Release, once executed by you, contain all of the understandings and representations between the Company and you relating to the retention bonus and supersede all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any retention bonus; provided, however, that this letter agreement and the Release shall not supersede any other agreements between the Company and you regarding your employment relationship with the Company and the protection of the Company confidential information and customers, all of which shall remain in full force and effect. This letter agreement and the Release may not be amended or modified unless in writing signed by both an authorized officer of the Company and you. This letter agreement and the Release, for all purposes, shall be construed in accordance with federal law and the laws of the State of Alabama without regard to conflicts-of-law principles, and to the fullest extent permitted by law, the federal and/or state courts within Alabama shall have exclusive jurisdiction over any claims arising out of this letter agreement and the Release.

Retention Bonus Agreement and Release

July 18, 2016

We look forward to your continued employment with us.

Yours very truly,

Golden Enterprises, Inc.

/s/Mark W. McCutcheon

Mark W. McCutcheon

Chief Executive Officer

REVIEWED AND ACCEPTED:

/s/Patty R. Townsend
Patty R. Townsend
Date:	July 18, 2016

EXHIBIT A

GENERAL RELEASE

This General Release (this “Release”) is by and between Golden Enterprises, Inc. (together with its wholly-owned subsidiary Golden Flake Snack Foods, Inc., the “Employer”) and the undersigned employee of the Company (“Employee”).

In consideration of the promises made in the accompanying Retention Bonus Letter Agreement (the “Letter Agreement”), and intending to be legally bound hereby, Employer and Employee agree as follows:

1.            The payments referenced in the Letter Agreement will not be made unless Employee returns this signed Release and will not be made until the expiration of the 7-day revocation period set forth in Paragraph 5 of this Release, provided such revocation period has expired without Employee revoking this Release. Employee understands that he/she may not execute this Release prior to the last day of the Retention Period (as that term is defined in the Letter Agreement).

2.            Except as provided for in Paragraph 3 of this Release, which relates to Employee’s right to file a charge with the Equal Employment Opportunity Commission, Employee hereby releases and forever discharges Employer and its past and present parents, subsidiaries, divisions and related and affiliated organizations, and their respective officers, shareholders, directors, attorneys, agents, servants and employees and their successors, heirs and assigns from all causes of action, claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, whether asserted or unasserted, including without limitation any and all claims for or related to employment discrimination, wrongful discharge, compensation, benefits, bonuses, incentives, expenses, options, wages, severance pay, vacation pay, fringe benefits, or other monies or accountings, including punitive damages, liquidated damages, exemplary damages, or compensatory damages, physical, mental, or emotional distress, pain and suffering, back pay, front pay, costs, and attorneys’ fees, and any other legal or equitable relief, and further including without limitation any and all rights and claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Equal Pay Act, or any other federal, state or local law, ordinance or regulation or claims relating to Employee’s employment or separation from employment with Employer arising up until the date of Employee’s execution of this Release, except that this Release does not extend to claims relating to the validity or enforcement of this Release, claims for worker’s compensation benefits, amounts owed under this Release, claims for vested retirement benefits under the Employee Retirement Income Security Act, or other non-waivable claims.

3.            Nothing in this Release shall prohibit, discourage, deter or interfere with Employee’s right to file a charge with, communicate with, or participate in any proceeding or investigation conducted by the EEOC. However, Employee agrees that he/she will not file, or permit to be filed in his/her name or on his/her behalf, any lawsuit in court against any of the persons or entities released in this Release, based upon any act or event released herein, except that this provision does not apply to any action or lawsuit challenging the validity or enforcement of this Release. Employee further agrees that, although he/she has the right to file a charge with the Equal Employment Opportunity Commission as set forth below, should he/she file such a charge, or should any charge, lawsuit, complaint or other claim be filed in his/her name or on his/her behalf with the Equal Employment Opportunity Commission or with any other administrative agency or organization, or in any other forum, against any of the persons or entities released herein, based upon any act or event released herein, he/she will not seek or accept any personal legal or equitable relief based upon such charge, lawsuit, complaint or other claim, including but not limited to an award of monetary damages.

4.            If any court of competent jurisdiction invalidates any part of this Release, then the court making such determination shall have the right to modify this Release and in its reduced form this Release shall be enforceable to the fullest extent permitted by law. If any provision or part of a provision of this Release is held to be invalid or unenforceable, such provision shall be severed from this Release and the remaining provisions shall remain in full force and effect. This paragraph shall be interpreted to give the fullest possible effect to Employee’s release of claims.

5.            Employee hereby represents and acknowledges that (a) Employer has advised Employee in writing to consult with an attorney of his/her choosing and he/she has had the opportunity to do so before signing this Release; (b) Employee has had the right to consider whether to sign this Release for up to twenty-one (21) days after his/her receipt of it, although he/she need not take the entire 21-day period to consider whether to sign it; (c) Employee may not sign this Release until on or after the last day of the Retention Period; (d) Employee understands that he/she has seven (7) days after signing this Release in which to revoke it by delivering a written notice of such revocation to the attention of the Director of Human Resources of Golden Flake Snack Foods, Inc. at One Golden Flake Drive, Birmingham, Alabama 35205; and (e) the consideration provided Employee under this Release (including payment under the Letter Agreement) is sufficient to support the releases provided by him/her under this Release and is greater than Employee would be entitled to receive if he/she did not sign this Release. Employee understands that Employer regards the representations made by him/her as material and that Employer is relying on these representations in entering into this Release.

Employee declares that he/she has completely read, fully understands and voluntarily accepts the terms of this Release after complete consideration of all facts and legal claims.

IN WITNESS WHEREOF, the parties have entered into this Release as of the last date indicated below.

	Dated:
Patty R. Townsend
Golden Enterprises, Inc.
	Dated:
By: Mark W. McCutcheon
Title: Chief Executive Officer

EX-10.31

Exhibit 10.31

AGREEMENT OF CANCELLATION OF
INCENTIVE STOCK OPTIONS

This Agreement of Cancellation of Incentive Stock Options (“Cancellation Agreement”) is entered into by and between Golden Enterprises, Inc., a Delaware corporation (the “Company”), and Mark W. McCutcheon (the “Employee”) effective this 18th day of July, 2016.

RECITALS

A.           On April 9, 2015, the Company and the Employee entered into an Incentive Stock Option Agreement (“Option Agreement”) whereby the Company granted to the Employee the right and option to purchase, pursuant to the terms and conditions of the Option Agreement and the 2014 Long Term Incentive Plan (“Plan”), an aggregate of 50,000 shares of the Company’s Common Stock at a price of $3.84 per share (the “Company Stock Options”).

B.           The Company has entered into an Agreement and Plan of Merger (“Merger Agreement”) as of July 18, 2016 with Utz Quality Foods, Inc. (“Parent”) and Westminister Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”) whereby Merger Sub will merge with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence as the surviving corporation (the “Surviving Corporation”).

C.           Under the terms of the Merger Agreement, the Company is required to take all requisite action so that the Option Agreement and the Company Stock Options, whether or not then vested or exercisable, are cancelled and converted into the right of Employee to receive from Parent and the Surviving Corporation an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of the Company Stock Options, less any Taxes required to be withheld in accordance with the Merger Agreement.

D.           In accordance therewith, the Company and Employee desire to cancel the Option Agreement and the Company Stock Options and to convert the same into the right of Employee to receive from Parent and the Surviving Corporation the Stock Option Cancellation Price as hereinafter defined.

NOW, THEREFORE, it is agreed as follows:

1.           The above Recitals are true and correct.

2.           At the Effective Time of the Merger, as defined in the Merger Agreement, the Option Agreement and all Company Stock Options granted thereunder and under the Plan to Employee, whether or not then vested or exercisable, are hereby cancelled and converted into the right of Employee to receive from Parent and the Surviving Corporation pursuant to the terms of the Merger Agreement, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Options, multiplied by (y) the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of such Company Stock Options (the “Stock Option Cancellation Price”), less any Taxes required to be withheld in accordance with the Merger Agreement. For example, if the Merger under the Merger Agreement is consummated, the Stock Option Cancellation Price will be $408,000.00.

3.           The Employee shall look solely to the Parent and the Surviving Corporation for payment of the Stock Option Cancellation Price.

4.           The Parent and the Surviving Corporation shall pay to the Employee the Stock Option Cancellation Price, less any Taxes required to be withheld in accordance with the Merger Agreement, as promptly as reasonably practicable after the Effective Time, as defined in the Merger Agreement. The Employee understands and agrees that the Stock Option Cancellation Price shall be subject to ordinary income taxes, and agrees to forego any favorable tax treatment which may have been anticipated or described in any Option Agreement.

5.           Employee agrees that the payments Employee receives pursuant to this Cancellation Agreement are in full satisfaction of any rights Employee may have under the Option Agreement and the Plan. Employee therefore releases and forever discharges the Company, the Parent, the Merger Sub and their respective past and present parents, subsidiaries, divisions and related and affiliated organizations, and their respective officers, shareholders, directors, attorneys, agents, servants and employees and their respective successors, heirs and assigns from any causes of action, claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, asserted or unasserted, relating in any way to Employee’s rights under the Option Agreement and the Plan.

6.           Employee hereby represents and acknowledges that Employee has had the opportunity to consult with an attorney of his/her choosing before signing this Cancellation Agreement; and the consideration provided Employee under this Cancellation Agreement is sufficient to support the releases provided by him/her under this Cancellation Agreement and is greater than Employee would be entitled to receive if he/she did not sign this Cancellation Agreement. Employee understands that Employer regards the representations made by him/her as material and that Employer is relying on these representations in entering into this Cancellation Agreement

7.           The terms of this Cancellation Agreement shall be interpreted under and consistently with the laws of Alabama and federal law and to the fullest extent permitted by law the federal and/or state courts within Alabama shall have exclusive jurisdiction over any claims arising out of this Cancellation Agreement.

8.           If any court of competent jurisdiction invalidates any part of this Cancellation Agreement, then the court making such determination shall have the right to modify this Cancellation Agreement and in its reduced form this Cancellation Agreement shall be enforceable to the fullest extent permitted by law. If any provision or part of a provision of this Cancellation Agreement is held to be invalid or unenforceable, such provision shall be severed from this Cancellation Agreement and the remaining provisions shall remain in full force and effect. This paragraph shall be interpreted to give the fullest possible effect to Employee’s release of claims.

9.          This Cancellation Agreement states the whole agreement between the parties as to its terms and supersedes all prior or contemporaneous agreements, offers, representations, negotiations or discussions with respect to such subject matter. Any changes to this Cancellation Agreement must be in writing and signed by both parties.

10.         This Cancellation Agreement is conditioned upon and subject to the terms of and the implementation and closing of the Merger Agreement. In the event the Merger Agreement is not implemented and closed, this Cancellation Agreement shall be null and void and the Company Stock Options shall continue to be fully effective.

GOLDEN ENTERPRISES, INC.
By:	/s/Mark W. McCutcheon
	Mark W. McCutcheon
	Its Chairman

ATTEST:
By:	/s/Patty R. Townsend
	Patty R. Townsend
	Its Secretary

/s/Mark W. McCutcheon

EMPLOYEE

EX-10.32

Exhibit 10.32

AGREEMENT OF CANCELLATION OF
INCENTIVE STOCK OPTIONS

This Agreement of Cancellation of Incentive Stock Options (“Cancellation Agreement”) is entered into by and between Golden Enterprises, Inc., a Delaware corporation (the “Company”), and Paul R. Bates (the “Employee”) effective this 18th day of July, 2016.

RECITALS

A.           On April 9, 2015, the Company and the Employee entered into an Incentive Stock Option Agreement (“Option Agreement”) whereby the Company granted to the Employee the right and option to purchase, pursuant to the terms and conditions of the Option Agreement and the 2014 Long Term Incentive Plan (“Plan”), an aggregate of 35,000 shares of the Company’s Common Stock at a price of $3.84 per share (the “Company Stock Options”).

B.           The Company has entered into an Agreement and Plan of Merger (“Merger Agreement”) as of July 18, 2016 with Utz Quality Foods, Inc. (“Parent”) and Westminister Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”) whereby Merger Sub will merge with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence as the surviving corporation (the “Surviving Corporation”).

C.           Under the terms of the Merger Agreement, the Company is required to take all requisite action so that the Option Agreement and the Company Stock Options, whether or not then vested or exercisable, are cancelled and converted into the right of Employee to receive from Parent and the Surviving Corporation an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of the Company Stock Options, less any Taxes required to be withheld in accordance with the Merger Agreement.

D.           In accordance therewith, the Company and Employee desire to cancel the Option Agreement and the Company Stock Options and to convert the same into the right of Employee to receive from Parent and the Surviving Corporation the Stock Option Cancellation Price as hereinafter defined.

NOW, THEREFORE, it is agreed as follows:

1.          The above Recitals are true and correct.

2.          At the Effective Time of the Merger, as defined in the Merger Agreement, the Option Agreement and all Company Stock Options granted thereunder and under the Plan to Employee, whether or not then vested or exercisable, are hereby cancelled and converted into the right of Employee to receive from Parent and the Surviving Corporation pursuant to the terms of the Merger Agreement, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Options, multiplied by (y) the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of such Company Stock Options (the “Stock Option Cancellation Price”), less any Taxes required to be withheld in accordance with the Merger Agreement. For example, if the Merger under the Merger Agreement is consummated, the Stock Option Cancellation Price will be $285,600.00.

3.          The Employee shall look solely to the Parent and the Surviving Corporation for payment of the Stock Option Cancellation Price.

4.          The Parent and the Surviving Corporation shall pay to the Employee the Stock Option Cancellation Price, less any Taxes required to be withheld in accordance with the Merger Agreement, as promptly as reasonably practicable after the Effective Time, as defined in the Merger Agreement. The Employee understands and agrees that the Stock Option Cancellation Price shall be subject to ordinary income taxes, and agrees to forego any favorable tax treatment which may have been anticipated or described in any Option Agreement.

5.          Employee agrees that the payments Employee receives pursuant to this Cancellation Agreement are in full satisfaction of any rights Employee may have under the Option Agreement and the Plan. Employee therefore releases and forever discharges the Company, the Parent, the Merger Sub and their respective past and present parents, subsidiaries, divisions and related and affiliated organizations, and their respective officers, shareholders, directors, attorneys, agents, servants and employees and their respective successors, heirs and assigns from any causes of action, claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, asserted or unasserted, relating in any way to Employee’s rights under the Option Agreement and the Plan.

6.          Employee hereby represents and acknowledges that Employee has had the opportunity to consult with an attorney of his/her choosing before signing this Cancellation Agreement; and the consideration provided Employee under this Cancellation Agreement is sufficient to support the releases provided by him/her under this Cancellation Agreement and is greater than Employee would be entitled to receive if he/she did not sign this Cancellation Agreement. Employee understands that Employer regards the representations made by him/her as material and that Employer is relying on these representations in entering into this Cancellation Agreement

7.          The terms of this Cancellation Agreement shall be interpreted under and consistently with the laws of Alabama and federal law and to the fullest extent permitted by law the federal and/or state courts within Alabama shall have exclusive jurisdiction over any claims arising out of this Cancellation Agreement.

8.          If any court of competent jurisdiction invalidates any part of this Cancellation Agreement, then the court making such determination shall have the right to modify this Cancellation Agreement and in its reduced form this Cancellation Agreement shall be enforceable to the fullest extent permitted by law. If any provision or part of a provision of this Cancellation Agreement is held to be invalid or unenforceable, such provision shall be severed from this Cancellation Agreement and the remaining provisions shall remain in full force and effect. This paragraph shall be interpreted to give the fullest possible effect to Employee’s release of claims.

9.          This Cancellation Agreement states the whole agreement between the parties as to its terms and supersedes all prior or contemporaneous agreements, offers, representations, negotiations or discussions with respect to such subject matter. Any changes to this Cancellation Agreement must be in writing and signed by both parties.

10.         This Cancellation Agreement is conditioned upon and subject to the terms of and the implementation and closing of the Merger Agreement. In the event the Merger Agreement is not implemented and closed, this Cancellation Agreement shall be null and void and the Company Stock Options shall continue to be fully effective.

GOLDEN ENTERPRISES, INC.
By:	/s/Mark W. McCutcheon
	Mark W. McCutcheon
	Its Chairman

ATTEST:

By:	/s/Patty R. Townsend
	Patty R. Townsend
	Its Secretary

/s/Paul R. Bates

EMPLOYEE

EX-10.33

Exhibit 10.33

AGREEMENT OF CANCELLATION OF
INCENTIVE STOCK OPTIONS

This Agreement of Cancellation of Incentive Stock Options (“Cancellation Agreement”) is entered into by and between Golden Enterprises, Inc., a Delaware corporation (the “Company”), and David A. Jones (the “Employee”) effective this 18th day of July, 2016.

RECITALS

A.           On April 9, 2015, the Company and the Employee entered into an Incentive Stock Option Agreement (“Option Agreement”) whereby the Company granted to the Employee the right and option to purchase, pursuant to the terms and conditions of the Option Agreement and the 2014 Long Term Incentive Plan (“Plan”), an aggregate of 35,000 shares of the Company’s Common Stock at a price of $3.84 per share (the “Company Stock Options”).

B.           The Company has entered into an Agreement and Plan of Merger (“Merger Agreement”) as of July 18, 2016 with Utz Quality Foods, Inc. (“Parent”) and Westminister Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”) whereby Merger Sub will merge with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence as the surviving corporation (the “Surviving Corporation”).

C.           Under the terms of the Merger Agreement, the Company is required to take all requisite action so that the Option Agreement and the Company Stock Options, whether or not then vested or exercisable, are cancelled and converted into the right of Employee to receive from Parent and the Surviving Corporation an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of the Company Stock Options, less any Taxes required to be withheld in accordance with the Merger Agreement.

D.           In accordance therewith, the Company and Employee desire to cancel the Option Agreement and the Company Stock Options and to convert the same into the right of Employee to receive from Parent and the Surviving Corporation the Stock Option Cancellation Price as hereinafter defined.

NOW, THEREFORE, it is agreed as follows:

1.            The above Recitals are true and correct.

2.            At the Effective Time of the Merger, as defined in the Merger Agreement, the Option Agreement and all Company Stock Options granted thereunder and under the Plan to Employee, whether or not then vested or exercisable, are hereby cancelled and converted into the right of Employee to receive from Parent and the Surviving Corporation pursuant to the terms of the Merger Agreement, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Options, multiplied by (y) the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of such Company Stock Options (the “Stock Option Cancellation Price”), less any Taxes required to be withheld in accordance with the Merger Agreement. For example, if the Merger under the Merger Agreement is consummated, the Stock Option Cancellation Price will be $285,600.00.

3.            The Employee shall look solely to the Parent and the Surviving Corporation for payment of the Stock Option Cancellation Price.

4.            The Parent and the Surviving Corporation shall pay to the Employee the Stock Option Cancellation Price, less any Taxes required to be withheld in accordance with the Merger Agreement, as promptly as reasonably practicable after the Effective Time, as defined in the Merger Agreement. The Employee understands and agrees that the Stock Option Cancellation Price shall be subject to ordinary income taxes, and agrees to forego any favorable tax treatment which may have been anticipated or described in any Option Agreement.

5.            Employee agrees that the payments Employee receives pursuant to this Cancellation Agreement are in full satisfaction of any rights Employee may have under the Option Agreement and the Plan. Employee therefore releases and forever discharges the Company, the Parent, the Merger Sub and their respective past and present parents, subsidiaries, divisions and related and affiliated organizations, and their respective officers, shareholders, directors, attorneys, agents, servants and employees and their respective successors, heirs and assigns from any causes of action, claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, asserted or unasserted, relating in any way to Employee’s rights under the Option Agreement and the Plan.

6.            Employee hereby represents and acknowledges that Employee has had the opportunity to consult with an attorney of his/her choosing before signing this Cancellation Agreement; and the consideration provided Employee under this Cancellation Agreement is sufficient to support the releases provided by him/her under this Cancellation Agreement and is greater than Employee would be entitled to receive if he/she did not sign this Cancellation Agreement. Employee understands that Employer regards the representations made by him/her as material and that Employer is relying on these representations in entering into this Cancellation Agreement

7.            The terms of this Cancellation Agreement shall be interpreted under and consistently with the laws of Alabama and federal law and to the fullest extent permitted by law the federal and/or state courts within Alabama shall have exclusive jurisdiction over any claims arising out of this Cancellation Agreement.

8.            If any court of competent jurisdiction invalidates any part of this Cancellation Agreement, then the court making such determination shall have the right to modify this Cancellation Agreement and in its reduced form this Cancellation Agreement shall be enforceable to the fullest extent permitted by law. If any provision or part of a provision of this Cancellation Agreement is held to be invalid or unenforceable, such provision shall be severed from this Cancellation Agreement and the remaining provisions shall remain in full force and effect. This paragraph shall be interpreted to give the fullest possible effect to Employee’s release of claims.

9.            This Cancellation Agreement states the whole agreement between the parties as to its terms and supersedes all prior or contemporaneous agreements, offers, representations, negotiations or discussions with respect to such subject matter. Any changes to this Cancellation Agreement must be in writing and signed by both parties.

10.          This Cancellation Agreement is conditioned upon and subject to the terms of and the implementation and closing of the Merger Agreement. In the event the Merger Agreement is not implemented and closed, this Cancellation Agreement shall be null and void and the Company Stock Options shall continue to be fully effective.

GOLDEN ENTERPRISES, INC.
By:	/s/Mark W. McCutcheon
	Mark W. McCutcheon
	Its Chairman

ATTEST:
By:	/s/Patty R. Townsend
	Patty R. Townsend
	Its Secretary

/s/David A. Jones

EMPLOYEE

EX-10.34

Exhibit 10.34

AGREEMENT OF CANCELLATION OF
INCENTIVE STOCK OPTIONS

This Agreement of Cancellation of Incentive Stock Options (“Cancellation Agreement”) is entered into by and between Golden Enterprises, Inc., a Delaware corporation (the “Company”), and Patty R. Townsend (the “Employee”) effective this 18th day of July, 2016.

RECITALS

A.           On April 9, 2015, the Company and the Employee entered into an Incentive Stock Option Agreement (“Option Agreement”) whereby the Company granted to the Employee the right and option to purchase, pursuant to the terms and conditions of the Option Agreement and the 2014 Long Term Incentive Plan (“Plan”), an aggregate of 35,000 shares of the Company’s Common Stock at a price of $3.84 per share (the “Company Stock Options”).

B.           The Company has entered into an Agreement and Plan of Merger (“Merger Agreement”) as of July 18, 2016 with Utz Quality Foods, Inc. (“Parent”) and Westminister Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”) whereby Merger Sub will merge with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence as the surviving corporation (the “Surviving Corporation”).

C.           Under the terms of the Merger Agreement, the Company is required to take all requisite action so that the Option Agreement and the Company Stock Options, whether or not then vested or exercisable, are cancelled and converted into the right of Employee to receive from Parent and the Surviving Corporation an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of the Company Stock Options, less any Taxes required to be withheld in accordance with the Merger Agreement.

D.           In accordance therewith, the Company and Employee desire to cancel the Option Agreement and the Company Stock Options and to convert the same into the right of Employee to receive from Parent and the Surviving Corporation the Stock Option Cancellation Price as hereinafter defined.

NOW, THEREFORE, it is agreed as follows:

1.           The above Recitals are true and correct.

2.           At the Effective Time of the Merger, as defined in the Merger Agreement, the Option Agreement and all Company Stock Options granted thereunder and under the Plan to Employee, whether or not then vested or exercisable, are hereby cancelled and converted into the right of Employee to receive from Parent and the Surviving Corporation pursuant to the terms of the Merger Agreement, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Options, multiplied by (y) the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of such Company Stock Options (the “Stock Option Cancellation Price”), less any Taxes required to be withheld in accordance with the Merger Agreement. For example, if the Merger under the Merger Agreement is consummated, the Stock Option Cancellation Price will be $285,600.00.

3.          The Employee shall look solely to the Parent and the Surviving Corporation for payment of the Stock Option Cancellation Price.

4.          The Parent and the Surviving Corporation shall pay to the Employee the Stock Option Cancellation Price, less any Taxes required to be withheld in accordance with the Merger Agreement, as promptly as reasonably practicable after the Effective Time, as defined in the Merger Agreement. The Employee understands and agrees that the Stock Option Cancellation Price shall be subject to ordinary income taxes, and agrees to forego any favorable tax treatment which may have been anticipated or described in any Option Agreement.

5.          Employee agrees that the payments Employee receives pursuant to this Cancellation Agreement are in full satisfaction of any rights Employee may have under the Option Agreement and the Plan. Employee therefore releases and forever discharges the Company, the Parent, the Merger Sub and their respective past and present parents, subsidiaries, divisions and related and affiliated organizations, and their respective officers, shareholders, directors, attorneys, agents, servants and employees and their respective successors, heirs and assigns from any causes of action, claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, asserted or unasserted, relating in any way to Employee’s rights under the Option Agreement and the Plan.

6.          Employee hereby represents and acknowledges that Employee has had the opportunity to consult with an attorney of his/her choosing before signing this Cancellation Agreement; and the consideration provided Employee under this Cancellation Agreement is sufficient to support the releases provided by him/her under this Cancellation Agreement and is greater than Employee would be entitled to receive if he/she did not sign this Cancellation Agreement. Employee understands that Employer regards the representations made by him/her as material and that Employer is relying on these representations in entering into this Cancellation Agreement

7.          The terms of this Cancellation Agreement shall be interpreted under and consistently with the laws of Alabama and federal law and to the fullest extent permitted by law the federal and/or state courts within Alabama shall have exclusive jurisdiction over any claims arising out of this Cancellation Agreement.

8.          If any court of competent jurisdiction invalidates any part of this Cancellation Agreement, then the court making such determination shall have the right to modify this Cancellation Agreement and in its reduced form this Cancellation Agreement shall be enforceable to the fullest extent permitted by law. If any provision or part of a provision of this Cancellation Agreement is held to be invalid or unenforceable, such provision shall be severed from this Cancellation Agreement and the remaining provisions shall remain in full force and effect. This paragraph shall be interpreted to give the fullest possible effect to Employee’s release of claims.

9.          This Cancellation Agreement states the whole agreement between the parties as to its terms and supersedes all prior or contemporaneous agreements, offers, representations, negotiations or discussions with respect to such subject matter. Any changes to this Cancellation Agreement must be in writing and signed by both parties.

10.        This Cancellation Agreement is conditioned upon and subject to the terms of and the implementation and closing of the Merger Agreement. In the event the Merger Agreement is not implemented and closed, this Cancellation Agreement shall be null and void and the Company Stock Options shall continue to be fully effective.

GOLDEN ENTERPRISES, INC.
By:	/s/Mark W. McCutcheon
	Mark W. McCutcheon
	Its Chairman

ATTEST:
By:	/s/Patty R. Townsend
	Patty R. Townsend
	Its Secretary

/s/Patty R. Townsend

EMPLOYEE