EX-10.16



 Exhibit 10.16 

BLUE BIRD CORPORATION 

INCENTIVE STOCK OPTION GRANT AGREEMENT 

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth
in Exhibit A (the “Date of Grant”) by and between Blue Bird Corporation, a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”). 

WHEREAS, the Company desires to provide the Optionee an incentive to participate in the success and growth of the Company through the
opportunity to earn a proprietary interest in the Company; and 
 WHEREAS, to give effect to the foregoing intention, the Company desires to
grant the Optionee an option pursuant to the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (the “Plan”) to acquire the Company’s common stock, par value $.0001 per share (the “Common Stock”);

 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties
hereto agree as follows: 
 1. Grant. The Company hereby grants the Optionee an Incentive Stock Option (the
“Option”) to purchase up to the number of shares of Common Stock (the “Shares”) set forth in Exhibit A hereto at the exercise price per Share (the “Exercise Price”) set forth in Exhibit
A, subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Grant Agreement shall have the meanings as
set forth in the Plan. 
 This Option is intended to qualify as an “incentive stock option” (“ISO”) under
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, notwithstanding such designation, if the Optionee becomes eligible in any given year to exercise ISOs for Shares having a Fair Market Value in
excess of $100,000, those options representing the excess shall be treated as Nonqualified Stock Options. In the previous sentence, “ISOs” include ISOs granted under any plan of the Company or any parent or any Subsidiary of the Company.
For the purpose of deciding which options apply to Shares that “exceed” the $100,000 limit, ISOs shall be taken into account in the same order as granted. The Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted. The Optionee hereby acknowledges that there is no assurance that the Option will, in fact, be treated as an ISO under Section 422 of the Code. 

2. Vesting. Except as otherwise provided in this Grant Agreement or in Exhibit A (which shall supersede this
Section 2 in the event of any inconsistency between this Section 2 and Exhibit A), this Option shall vest and become exercisable, in whole or in part, with respect to twenty-five percent (25%) of the total number
of Shares subject to the Option set forth on Exhibit A as of the one-year anniversary of the Date of Grant, and 







 
the remaining seventy-five percent (75%) of the total number of Shares subject to the Option set forth on Exhibit A shall vest and become exercisable in equal monthly installments on
the last day of each the thirty-six (36) calendar months following such one-year anniversary date; provided, however, that no portion of this Option shall vest and become exercisable after the date on which the Optionee’s Service with the
Company and its Subsidiaries terminates. 
 3. Exercise Period Following Termination of Service. This Option shall terminate and be
canceled, to the extent not exercised, on the ninetieth (90th) day after the Optionee’s Service with the Company and its Subsidiaries terminates, except that if such termination of
Service with the Company and its Subsidiaries is due to the Optionee’s death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, this Option shall terminate and be canceled on the one-year anniversary of
the date of such termination of Service. Notwithstanding the foregoing, in the event that the Optionee’s Service with the Company and its Subsidiaries is terminated for “Cause” (as defined below), then the Option (whether or not then
exercisable to any extent) shall immediately terminate on the date of such termination of Service and shall not be exercisable for any period following such date. Notwithstanding anything contained herein to the contrary, in no event may this Option
be exercised later than the Expiration Date set forth in Exhibit A and in no event shall this Option be exercised for more Shares than the Shares which otherwise have become exercisable as of the date of termination of Service. 

For purposes of the foregoing, the Optionee’s Service with the Company and its Subsidiaries shall be deemed to be terminated for
“Cause” if such termination is due to the Optionee’s (i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliates public disgrace or disrepute,
or that materially and adversely affects the Company’s or its Affiliates’ operations or financial performance or the relationship the Company has with its customers or suppliers, (ii) gross negligence or willful misconduct with
respect to the Company or any of its Affiliates, including, without limitation fraud, embezzlement, theft or proven dishonesty in the course of Optionee’s employment; (iii) refusal to perform any lawful, material obligation or fulfill any
duty (other than any duty or obligation of the type described in clause (v) below) to the Company or its Affiliates (other than due to a Disability), which refusal, if curable, is not cured within 10 days after delivery of written notice
thereof; (iv) material breach of any agreement with or duty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within 10 days after the delivery of written notice thereof; or (v) breach of any obligation
or duty to the Company or any of its Affiliates (whether arising by statute, common law or agreement) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights. Notwithstanding the foregoing, if Optionee and the Company (or
any of its Subsidiaries) have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines “cause,” then “Cause” shall have the meaning defined in that employment agreement,
consulting agreement or other agreement. 

  
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 4. Method of Exercise. This Option is exercisable by delivery to the Company of an
exercise notice (the “Exercise Notice”) in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to
which the Option is being exercised (the “Exercised Shares”), and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be accompanied
by payment of the aggregate Exercise Price for the Exercised Shares in (i) in cash; (ii) by check; or (iii) in such other manner as is acceptable to the Committee, provided that such form of consideration is permitted by the Plan and
by applicable law. Upon exercise of the Option by the Optionee and prior to the delivery of such Exercised Shares, the Company shall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding
requirements and the Optionee’s share of applicable employment withholding taxes in a method satisfactory to the Company. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the
requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock
is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with respect to such Shares. 
 5. Covenants Agreement.
This Option shall be subject to forfeiture at the election of the Company in the event that the Optionee breaches any agreement between the Optionee and the Company with respect to noncompetition, nonsolicitation, assignment of inventions and
contributions and/or nondisclosure obligations of the Optionee. 
 6. Taxes. By executing this Grant Agreement, Optionee acknowledges
and agrees that Optionee is solely responsible for the satisfaction of any applicable taxes that may be imposed on Optionee that arise as a result of the grant, vesting or exercise of the Option, including without limitation any taxes arising under
Section 409A of the Code (regarding deferred compensation) or Section 4999 of the Code (regarding golden parachute excise taxes), and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes or
otherwise indemnify or hold Optionee harmless from any or all of such taxes. 
 7. Non-Transferability of Option. This Option may not
be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Grant Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee. 

  
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 8. Securities Matters. All Shares and Exercised Shares shall be subject to the
restrictions on sale, encumbrance and other disposition provided by Federal or state law. The Company shall not be obligated to sell or issue any Shares or Exercised Shares pursuant to this Grant Agreement unless, on the date of sale and issuance
thereof, such Shares are either registered under the Securities Act of 1933, as amended (the “Securities Act”), and all applicable state securities laws, or are exempt from registration thereunder. Regardless of whether the offering
and sale of Shares under the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other
transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with
the Securities Act or the securities laws of any state or any other law. By executing this Agreement, the Optionee acknowledges that the Company will not be able to file a Registration Statement on Form S-8 with the Securities and Exchange
Commission registering the Shares until at least sixty days after the date on which the Company changed its name from Hennessy Capital Acquisition Corp. to Blue Bird Corporation. 

9. Investment Purpose. The Optionee represents and warrants that unless the Shares are registered under the Securities Act, any and all
Shares acquired by the Optionee under this Grant Agreement will be acquired for investment for the Optionee’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any
distribution of such Shares within the meaning of the Securities Act. The Optionee agrees not to sell, transfer or otherwise dispose of such Shares unless they are either (1) registered under the Securties Act and all applicable state
securities laws, or (2) exempt from such registration in the opinion of Company counsel. 
 10. Lock-Up Agreement. The Optionee
hereby agrees that in the event that the Optionee exercises this Option during a period in which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then, as a condition to such
exercise, the Optionee shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Optionee shall agree to restrictions on transferability of the Shares comparable to the restrictions agreed upon by such
directors or officers of the Company. 
 11. Other Plans. No amounts of income received by the Optionee pursuant to this Grant
Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or its subsidiaries, unless otherwise expressly provided in such plan. 

12. No Guarantee of Continued Service. The Optionee acknowledges and agrees that the right to exercise the Option pursuant to the
exercise schedule hereof is earned only by continuing Service with the Company and/or its Subsidiaries (and not through the act of being hired, being granted an option or purchasing shares hereunder). The Optionee further acknowledges and agrees
that (i) this Grant Agreement, the 

  
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transactions contemplated hereunder and the exercise schedule set forth herein do not constitute an express or implied promise of continued employment or other Service for the exercise period or
for any other period, and shall not interfere with the Optionee’s right or the right of the Company or its Subsidiaries to terminate the employment or Service relationship at any time, with or without cause, subject to the terms of any written
employment agreement that the Optionee may have entered into with the Company or any of its Subsidiaries; and (ii) the Company would not have granted this Option to the Optionee but for these acknowledgements and agreements. 

13. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the Company and the Optionee. In the event of any conflict between this Grant Agreement and the Plan, the Plan shall be controlling, except as otherwise specifically
provided in the Plan. This Grant Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles. 

14. Opportunity for Review. Optionee and the Company agree that this Option is granted under and governed by the terms and conditions
of the Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions
of the Plan and this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Grant Agreement. The Optionee further
agrees to notify the Company upon any change in the residence address indicated herein. 
 15. Section 409A. This Option is
intended to be excepted from coverage under Section 409A and shall be administered, interpreted and construed accordingly. The Company may, in its sole discretion and without the Optionee’s consent, modify or amend the terms of this Grant
Agreement, impose conditions on the timing and effectiveness of the exercise of the Option by Optionee, or take any other action it deems necessary or advisable, to cause the Option to be excepted from Section 409A (or to comply therewith to
the extent the Company determines it is not excepted). 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Grant Agreement as of the date set
forth in Exhibit A. 
  

			
	BLUE BIRD CORPORATION
		
	By:		  

			Name:
			Title:
	
	OPTIONEE
	
	  

	Name:



  
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 EXHIBIT A 

BLUE BIRD CORPORATION 

INCENTIVE STOCK OPTION GRANT AGREEMENT 
  

							
	(a).		   Optionee’s Name:		  



							
				
	(b).		    Date of Grant:		  
		


							
			
	(c).		    Number of Shares Subject to the Option:		  



							
				
	(d).		    Exercise Price: $             per Share				


							
				
	(e).		    Expiration Date:		  
		

  

			
	  
		(Initials)
	Optionee		
		
	  
		(Initials)
	Company Signatory


  
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