Exhibit 10.8

      

    ZBB
Energy Corporation

    Director Compensation
Policy

    


    Adopted
November 10, 2010

    


    Members of the Board of Directors (the
“Board”) of ZBB Energy Corporation (the “Company”) who are not officers or
employees of the Company or any subsidiary of the Company (“non-employee
directors”) shall be paid the following amounts in consideration for their
services on the Board:

    


    
      	
               
      

            	
              (i)

            	
              An
      annual retainer in the amount of $72,000, to be awarded in accordance with
      clause (iv) below.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      addition, an annual Chairman’s retainer in the following amounts, to be
      awarded in accordance with clause (iv) below: $30,000 for the Chairman of
      the Board; $12,000 for the Chairman of the Audit Committee and for the
      Chairman of the Compensation Committee; and $8,000 for the Chairman of the
      Nominating and Governance
Committee.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              In
      addition, an annual committee membership fee in the amount of $6,000 for
      each committee of the Board on which the non-employee director serves,
      payable in cash quarterly in arrears, provided the non-employee director
      remains in continuous service with the Board through each applicable
      payment date.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      total amounts determined under clauses (i) and (ii) above for a
      non-employee director for a year will be awarded as of the date of the
      annual meeting of shareholders of the Company (the “Annual Meeting”) in
      the form of restricted stock units (“RSUs”) under the Company’s 2010
      Omnibus Long-Term Incentive Plan (or any successor plan thereto) (the
      “Stock Plan”).   The RSUs will have the following terms and
      conditions: (A) the number of RSUs will be determined by dividing the
      dollar amount of the award by the closing price of the Company’s common
      stock on the first business day preceding the Annual Meeting, rounded up
      to the next whole share; (B) 25% of the RSUs will vest on the date of
      grant, and the remaining RSUs will vest 25% each on March 31, June 30 and
      September 30 following the Annual Meeting, provided the non-employee
      director remains in continuous service with the Board through the
      applicable vesting date; (C) the RSUs will vest earlier in the event of a
      “Change in Control” of the Company (as defined in the Stock Plan); (D)
      vested RSUs will be payable upon the earlier of (x) the date that is six
      months after the non-employee director “separates from service” with the
      Board (within the meaning of Section 409A of the Internal Revenue Code) or
      (y) the date of a Change in Control (provided that the Change in Control
      is a permissible “change in control” payment event within the meaning of
      Section 409A of the Internal Revenue Code); (E) vested RSUs will be
      payable in the form of one share of common stock of the Company for each
      vested RSU then payable; and (F) the RSUs will otherwise be subject to the
      terms of the Stock Plan (including section 8(j) thereof regarding
      treatment of dividends) and will be evidenced by an appropriate RSU award
      agreement.  Notwithstanding the foregoing, twenty-five percent
      of the annual retainer payable under the policy to Mr. Birnbaum shall be
      paid in cash instead of RSUs.

            


    


    
      An
employee of the Company who serves as a director receives no additional
compensation for such service.