ZBB ENERGY CORP (Form: S-8, Received: 01/31/2011 06:03:08)

As Filed With the Securities and Exchange Commission on January 28, 2011

Registration No. 333-____

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ZBB ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	39-1987014
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

N93 W14475 Whittaker Way
Menomonee Falls, Wisconsin	53051
(Address of principal executive offices)	(Zip Code)

ZBB ENERGY CORPORATION 2010 OMNIBUS LONG-TERM INCENTIVE PLAN

NONSTATUTORY STOCK OPTION AGREEMENTS ISSUED ON JANUARY 7, 2010 TO ERIC
APFELBACH

NONSTATUTORY STOCK OPTION AGREEMENTS ISSUED ON JANUARY 21, 2011 TO JEFF
REICHARD, JOANNE REICHARD AND NATHAN JOBE

(Full title of plans)

President and Chief Executive Officer

ZBB Energy Corporation

N93 W14475 Whittaker Way

Menomonee Falls, Wisconsin 53051

(Name and address of agent for service)

(Telephone number, including area code,

of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company þ
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Aggregate Offering Price Per S hare			Proposed Maximum Aggregate Offering Price		Amount of Regi stration Fee
2010 Omnibus Long-Term Incentive Plan Common Stock, par value $0.01 per share		4,000,000	$	1.18	(2)	$	4,700,000	$	545.67
Nonstatutory Stock Option Agreements Issued on January 7, 2010 Common Stock, par value $0.01 per share		500,000	$	1.32	(3)	$	660,000	$	76.63
Nonstatutory S tock Option Agreements Issued on January 21, 2011 Common Stock, par value $0.01 per share		750,000	$	1.26	(3)	$	945,000	$	109.71
Total Registration Fee		5,250,000				$	6,305,000	$	732.01

(1)

In addition, pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, as amended, and based on the average of the high and low prices for the Common Stock on January 26, 2011 as reported on the NYSE Amex.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the per share exercise price of such options.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The information required by this Item 1 is omitted from this registration statement in accordance with Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

Item 2.

Registrant Information and Employee Plan Annual Information.

The information required by this Item 2 is omitted from this registration statement in accordance with Rule 428(b)(1) of the Securities Act and the Note to Part I of Form S-8.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by ZBB Energy Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) and are incorporated herein by reference:

Annual Report on Form 10-K for the fiscal year ended June 30, 2010 filed on September 10, 2010;

Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed on November 15, 2010;

Current Reports on Form 8-K filed on September 17, 2010, October 8, 2010, October 13, 2010, November 12, 2010, December 6, 2010, December 7, 2010, December 30, 2010, January 5, 2011 and January 24, 2011 (other than the portions of those documents furnished but deemed not to have been filed); and

The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, filed with the SEC pursuant to Section 12(g) of the Exchange Act on June 13, 2007, including any further amendment or report filed hereafter for the purpose of updating such description.

All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. The Company is not incorporating by reference any documents or portions thereof that are not considered to be “filed” with the SEC.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Item 5.

Interests of Named Experts and Counsel.

Item 6. Indemnification of Directors and Officers.

Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation Law (“WBCL”) require a corporation to indemnify any director or officer who is a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person. A corporation’s obligation to indemnify any such person includes the obligation to pay any judgment, settlement, penalty, assessment, forfeiture or fine, including any excise tax assessed with respect to an employee benefit plan, and all reasonable expenses including fees, costs, charges, disbursements, attorney’s and other expenses except in those cases in which liability was incurred as a result of the breach or failure to perform a duty which the director or officer owes to the corporation and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the person has reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (iii) a transaction from which the person derived an improper personal profit; or (iv) willful misconduct.

Unless otherwise provided in a corporation’s articles of incorporation or by-laws or by written agreement, an officer or director seeking indemnification is entitled to indemnification if approved in any of the following manners: (i) by majority vote of a disinterested quorum of the board of directors, or if such quorum of disinterested directors cannot be obtained, by a majority vote of a committee of two or more disinterested directors; (ii) by independent legal counsel; (iii) by a panel of three arbitrators; (iv) by affirmative vote of shareholders; (v) by a court; or (vi) with respect to any additional right to indemnification granted, by any other method permitted in Section 180.0858 of the WBCL.

Reasonable expenses incurred by a director or officer who is a party to a proceeding may be reimbursed by a corporation at such time as the director or officer furnishes to the corporation written affirmation of his good faith belief that he has not breached or failed to perform his duties and a written undertaking to repay any amounts advanced if it is determined that indemnification by the corporation is not required.

The indemnification provisions of Sections 180.0850 to 180.0859 of the WBCL are not exclusive. A corporation may expand an officer’s or director’s right to indemnification (i) in its articles of incorporation or by-laws; (ii) by written agreement between the director or officer and the corporation; (iii) by resolution of its board of directors; or (iv) by resolution that is adopted, after notice, of a majority of all of the corporation’s voting shares then issued and outstanding.

As permitted by Section 180.0858 of the WBCL, the Company has adopted indemnification provisions in its By-Laws which closely track the statutory indemnification provisions with certain exceptions. In particular, Article V of the Company’s By-Laws provides (i) that an individual shall be indemnified unless it is proven by a final judicial adjudication that indemnification is prohibited, and (ii) payment or reimbursement of expenses, subject to certain limitations, will be mandatory rather than permissive.

As permitted by Section 180.0857 of the WBCL, the Company has also purchased director’s and officer’s liability insurance that insures the Company’s directors and officers against certain liabilities.

Item 7. Exemption from Registration Claimed.

Reference is made to the attached Exhibit Index, which is incorporated herein by reference.

Item 9. Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menomonee Falls, State of Wisconsin, on January 28, 2011.

	ZBB ENERGY CORPORATION

	By	/s/ Eric C. Apfelbach
		Eric C. Apfelbach
		President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Eric C. Apfelbach his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all parties, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Capacity	Date

/s/ Eric C. Apfelbach	President,	January 28, 2011
Eric C. Apfelbach	Chief Executive Officer
	and Director
	(Principal Executive
	Officer)

/s/ Will Hogoboom	Interim Chief Financial	January 28, 2011
Will Hogoboom	Officer and Secretary
	(Principal Financial
	Officer and Principal
	Accounting Officer)

/s/ Paul F. Koeppe	Chairman and Director	January 28, 2011
Paul F. Koeppe

/s/ Richard A. Abdoo	Director	January 28, 2011
Richard A. Abdoo

/s/ Manfred E. Birnbaum	Director	January 28, 2011
Manfred E. Birnbaum


/s/ Richard A. Payne	Director	January 28, 2011
Richard A. Payne

Exhibit
Number		Description

4.1		ZBB Energy Corporation 2010 Omnibus Long-Term Incentive Plan (previously filed as Appendix A to the Proxy Statement for the Company’s 2010 Annual Meeting of Stockholders filed on September 24, 2010), which is incorporated herein by reference)

4.2		2010 Omnibus Long-Term Incentive Plan Form Stock Option Award Agreement

4.3		2010 Omnibus Long-Term Incentive Plan Form Restricted Stock Unit Award Agreement

4.4		Nonstatutory Stock Option Agreement dated January 7, 2010 by and between the Company and Eric C. Apfelbach (performance-based) (previously filed as Exhibit 10.3 to the Form 10-Q filed on February 18, 2010), which is incorporated herein by reference)

4.5		Nonstatutory Stock Option Agreement dated January 7, 2010 by and between the Company and Eric C. Apfelbach (time-based) (previously filed as Exhibit 10.3 to the Form 10-Q filed on February 18, 2010), which is incorporated herein by reference)

4.6		Form of Nonstatutory Stock Option Agreements Issued On January 21, 2011 to Jeff Reichard, Joanne Reichard and Nathan Jobe (previously filed as Exhibit 10.4 to the Form 8-K filed on January 24, 2011), which is incorporated herein by reference)

5		Opinion of Godfrey & Kahn, S.C., filed herewith

23.1		Consent of Godfrey & Kahn, S.C. (contained in Exhibit 5), filed herewith

23.2		Consent of PKF LLP (formerly PKF, Certified Public Accountants, a Professional Corporation), filed herewith

24		Power of Attorney (see page 6)

Exhibit 4.2

ZBB Energy Corporation

[Nonstatutory (Non-Qualified)] [Incentive] Stock Option Award Agreement

Cover Sheet

ZBB Energy Corporation, a Delaware corporation (the “Company”), hereby grants as of the date below (the “Grant Date”) to the person named below (the “Grantee”) and the Grantee hereby accepts, an option to purchase the number of shares (the “Option Shares”) listed below of the Company’s common stock, $.01 par value per share (“Common Stock”), at the price per share and with a vesting start date (the “Vesting Start Date”) listed below, such option to be on the terms and conditions specified in the attached Terms and Conditions.

Grantee Name:

Grant Date:

Vesting Start Date:

Expiration Date:

Number of Option Shares:

Exercise Price Per Share:	$

IN WITNESS WHEREOF, the Company and the Grantee have caused this instrument to be executed as of the Grant Date set forth above.


		ZBB ENERGY CORPORATION
(Grantee Signature)

		By:
		Name:
		Title:

ZBB Energy Corporation

[Nonstatutory (Non-Qualified)] [Incentive] Stock Option Award Agreement

Terms and Conditions

1. Grant Under Plan . The Company sponsors the 2010 Omnibus Long-Term Incentive Plan (the “ Plan ”). A Prospectus describing the Plan has been delivered to you. The Plan itself is available upon request, and its terms and provisions are incorporated herein by reference. When used herein, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). This option is subject to the terms and conditions of the Plan and this Agreement. You acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Plan.

2. Vesting and Term of Option . This option shall vest (become exercisable) and remain exercisable only in accordance with Exhibit A attached hereto.

3. Grant as [Nonstatutory] [Incentive] Stock Option . This option is [a nonstatutory stock option and is not] intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “ Code ”) [; provided that if any part of the option granted hereunder does not qualify as an Incentive Stock Option under Section 422 of the Code, the portion of the option that does not so qualify shall be considered a Nonstatutory Stock Option] .

4. Payment of Exercise Price . The exercise price shall be paid by one or any combination of the following forms of payment

(a)

in cash, or by check payable to the order of the Company; and

(b)

in accordance with procedures as may be established by the Company and communicated to you in writing, by delivery of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Common Stock and to deliver all or part of the sales proceeds to the Company in payment of the exercise price.

5. Method of Exercising Option . Subject to the terms and conditions of this Agreement, this option may be exercised by written notice to the Company at its principal executive office, or in accordance with such other procedures as may be established by the Company and communicated to you in writing. Such notice shall state the election to exercise this option and the number of Option Shares for which it is being exercised and shall be accompanied by payment of the full purchase price of such shares.

6. No Rights as Stockholder until Exercise . You shall have no rights as a stockholder with respect to the Option Shares until such time as you have exercised this option by delivering a notice of exercise and have paid in full the purchase price for the shares so exercised in accordance with Section 5. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to such date of exercise.

7. Capital Changes and Business Successions . The existence of this award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. The Plan contains provisions covering the treatment of options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

8. Miscellaneous .

(a) Notices . The Company may, in its sole discretion, decide to deliver any documents related to this option or future Awards that may be granted under the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by interoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person the Company may notify you of from time to time; and to you at your electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time.

(b) Severability; Entire Agreement . In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement together with any applicable provisions of any employment agreement constitute the final understanding between you and the Company regarding the Option Shares; provided, in the event of any conflict between the terms of an employment agreement and this Agreement, the terms of the employment agreement govern. Any prior agreements, commitments or negotiations concerning the Option Shares are superseded.

EXHIBIT A

ZBB Energy Corporation

2010 Long-Term Incentive Plan

1. Vesting of Option if Service Continues; Term of Option . All of the Option Shares initially shall be unvested. For so long as you remain continuously a Service Provider to the Company the Option Shares shall become vested according to the schedule set forth below and you may exercise this option as to any vested shares:

[Insert vesting terms]

Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes exercisable. The foregoing rights are cumulative and (subject to Sections 2 or 3 hereof if you have a Separation from Service) may be exercised only before the date which is eight years from the date of this option grant. Following the expiration of this option in accordance with the preceding sentence, all your rights hereunder will be forfeited and canceled in their entirety.

2. Separation from Service .

(a) Other Than for Cause . If you have a Separation from Service, other than by reason of death or disability as defined in Section 3 or termination for Cause, no further installments of this option shall become exercisable, and this option shall expire (may no longer be exercised) after the passage of three months from your last day of Service, but in no event later than the scheduled expiration date. Following the expiration of this option in accordance with the preceding sentence, all your rights hereunder will be forfeited and canceled in their entirety.

(b) For Cause . If you have a Separation from Service for Cause, this option shall expire (that is, may no longer be exercised) upon your receipt of written notice of such termination and shall thereafter not be exercisable to any extent whatsoever. Following the expiration of this option in accordance with the preceding sentence, all your rights hereunder will be forfeited and canceled in their entirety.

3. Death; Disability .

(a) Death . If you die while in Service to the Company, this option may be exercised, to the extent otherwise exercisable on the date of death, by your estate, personal representative or beneficiary to whom this option has been transferred, only at any time within one year after the date of death, but not later than the scheduled expiration date. Following the expiration of this option in accordance with the preceding sentence, all your rights hereunder will be forfeited and canceled in their entirety.

(b) Disability . If you have a Separation from Service by reason of your disability, this option may be exercised, to the extent otherwise exercisable on the date of cessation of Service, only at any time within one year after such cessation of Service, but not later than the scheduled expiration date. Following the expiration of this option in accordance with the preceding sentence, all your rights hereunder will be forfeited and canceled in their entirety. For purposes hereof, “ disability ” means “ permanent and total disability ” as defined in Section 22(e)(3) of the Code.

A-1

ZBB ENERGY CORPORATION

2010 OMNIBUS LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

GRANTED TO	GRANT DATE	NUMBER OF RESTRICTED STOCK UNITS

Note : The number of Restricted Stock Units is based on a “divisor price” of $ [XX.XX] , which is the closing price per Share for the business day immediately preceding the grant date.

This Restricted Stock Unit Award Agreement and all Exhibits hereto (the “Agreement”) is made between ZBB Energy Corporation, a Wisconsin corporation (the “Company”), and you, a Service Provider to the Company.

The Company sponsors the ZBB Energy Corporation 2010 Long-Term Incentive Plan (the “Stock Plan”). A Prospectus describing the Stock Plan has been delivered to you. The Stock Plan itself is available upon request, and its terms and provisions are incorporated herein by reference. When used herein, the terms which are defined in the Stock Plan shall have the meanings given to them in the Stock Plan, as modified herein (if applicable).

The Restricted Stock Units covered by this Agreement are subject to the following terms and provisions:

1.	Subject to the terms and conditions of the Stock Plan and this Agreement, the Company awards to you the number of Restricted Stock Units shown above. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of one (1) share of Stock (a “Share”).

2.	You acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Stock Plan and this Agreement.

3.	The Restricted Stock Units covered by this Award shall become earned by, and payable to, you in the amounts and on the dates shown on the enclosed Exhibit A .

On the first day of each calendar year while you remain a or Service Provider, you shall be granted, automatically a number of additional Restricted Stock Units equal to (i) the aggregate amount of dividends (or distributions) which would have been received by a shareholder holding a number of Shares equal to the number of Restricted Stock Units covered by this Agreement on the record date of any such dividend or distribution on such date, divided by (ii) the Average Trading Price for the preceding calendar year. Additional Restricted Stock Units granted under this paragraph shall vest and be distributed on the same terms and in the same proportions as the Restricted Stock Units to which the dividends and distributions relate. “Average Trading Price” means the average of the Fair Market Values on the last trading day of each full quarter included within the measurement year.

You agree that you shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws and income tax laws as determined by the Company as a condition precedent to the delivery of any Shares pursuant to this Agreement. In addition, you agree that, upon request, you will furnish a letter agreement providing that (i) you will not distribute or resell any of said Shares in violation of the Securities Act of 1933, as amended, (ii) you will indemnify and hold the Company harmless against all liability for any such violation and (iii) you will accept all liability for any such violation.

You may designate a beneficiary to receive payment in connection with the Restricted Stock Units awarded hereunder in the event of your death while in service with the Company in accordance with the Company’s beneficiary designation procedures, as in effect from time to time. If you do not designate a beneficiary or if your designated beneficiary does not survive you, then your beneficiary will be your estate.

The existence of this Award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

The Company may, in its sole discretion, decide to deliver any documents related to this grant or future Awards that may be granted under the Stock Plan by electronic means or request your consent to participate in the Stock Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Stock Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify you from time to time; and to you at your electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time.

Regardless of any action the Company t takes with respect to any or all income tax, payroll tax or other tax-related withholding (Tax-Related Items), you acknowledge that the ultimate liability for all Tax-Related Items owed by you is and remains your responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of Restricted Stock Units, including the grant and vesting of the Restricted Stock Units the subsequent sale of Shares acquired upon the vesting of the Restricted Stock Units and the receipt of any dividends; and (ii) does not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items.

In the event the Company determines that it must withhold any Tax-Related Items as a result of your participation in the Stock Plan, you agree as a condition of the grant of the Restricted Stock Units to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the pay-out of the Restricted Stock Units. In addition, you authorize the Company to fulfill its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from your other cash compensation the Company pays to you; withholding Tax-Related Items from the cash proceeds, if any, received upon sale of any Shares received in payment for your Restricted Stock Units; and at the time of payment, withholding Shares sufficient to meet minimum withholding obligations for Tax-Related Items. The Company may refuse to issue and deliver Shares in payment of any earned Restricted Stock Units if you fail to comply with any withholding obligation.

10.	The validity, construction and effect of this Agreement are governed by, and subject to, the laws of the State of Wisconsin, as provided in the Stock Plan.

11.

In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement constitutes the final understanding between you and the Company regarding the Restricted Stock Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are superseded. Subject to the terms of the Stock Plan, this Agreement may only be amended by a written instrument signed by both parties.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and you have hereunto set your hand, all effective as of the Grant Date listed above.

ZBB ENERGY CORPORATION		GRANTEE

By:
	Name:
	Title:

ZBB Energy Corporation

2010 Long-Term Incentive Plan

Vesting and Payment of Restricted Stock Units

(a) Vesting Schedule . Subject to the provisions of paragraphs (b) and (c), the Restricted Stock Units shall become earned and vested in the following installments, if you remain a Service Provider through each of the vesting dates as follows:

[Insert vesting terms]

(b) Impact of Separation from Service . If you have a Separation from Service prior to any of the above vesting date(s) for any reason (including your death or disability), then any Restricted Stock Units that had not yet become earned and vested under paragraph (a) above shall be immediately canceled as of the date of such Separation from Service. For purposes of this Award, a “Separation from Service” means your “separation from service” with the Company within the meaning of Section 409A of the Code.

(c) Timing and Form of Payment . Any Restricted Stock Units that become earned and vested shall be payable to you at [insert payment terms]. Payment shall be made in the form of one Share for each Restricted Stock Unit that is payable.

(d) Section 409A . This Award is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. Notwithstanding any provision of the Plan or this Agreement to the contrary, the Award shall be interpreted, operated and administered consistent with this intent.

ZBB Energy Corporation

N93 W14475 Whittaker Way

Menomonee Falls, Wisconsin 53051

RE: Registration Statement on Form S-8

We have acted as special counsel to ZBB Energy Corporation (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on or about January 28, 2011 relating to the issuance by you of up to 5,250,000 shares of common stock, $0.01 par value (the “Shares”), consisting of up to 4,000,000 shares issuable pursuant to the ZBB Energy Corporation 2010 Omnibus Long-Term Incentive Plan (the “Plan”), up to 500,000 shares issuable pursuant to the Nonstatutory Stock Option Agreements dated January 7, 2010 by and between the Company and Eric C. Apfelbach (the “January 2010 Options”) and up to 750,000 shares issuable pursuant to the Nonstatutory Stock Option Agreements dated January 21, 2011 between the Company and each of Jeff Reichard, Joanne Reichard and Nathan Jobe (the “January 2011 Options”), in the manner set forth in the Registration Statement.

We have examined: (1) the Registration Statement, (2) the Company’s Restated Articles of Incorporation, and By-Laws, each as amended to date, (3) certain resolutions of the Company’s Board of Directors, (4) the Plan, the January 2010 Options and the January 2011 Options, and (5) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

In examining the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, and the authenticity of the originals of any such documents.

Based on and subject to the foregoing, we are of the opinion that the Shares, when issued as contemplated in the Registration Statement and in accordance with the Plan, any related award agreement, the January 2010 Options and the January 2011 Options, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required by Section 7 of said Act.

	Very truly yours,
	/s/ Godfrey & Kahn, S.C.
	GODFREY & KAHN, S.C.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 7, 2010, relating to the consolidated financial statements of ZBB Energy Corporation for the year ended June 30, 2010, which report appears in the Company’s Annual Report on Form 10-K for the year ended June 30, 2010.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

	/s/ PKF LLP

New York, New York
January 28, 2011