Exhibit
4.3

    


    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.

            


    

     

    
      	
              4.

            	
              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.

            


    

     

    
      	
              5.

            	
              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.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    
      	
              6.

            	
              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.

            


    

     

    
      	
              7.

            	
              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.

            


    

     

    
      	
              8.

            	
              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.

     

    
      
        	
                9.

              	
                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.

      

    
      
         


      

      
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              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:

                  	 
      	 
      	 
      


          

        

      

    

     

    
      
         


      

      
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    EXHIBIT
A

     

    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.