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.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

        

      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.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      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