X0306 4 2013-12-20 0 0001140310 ZBB ENERGY CORP ZBB 0000935991 STERN THEODORE N93 W14475 WHITTAKER WAY MENOMONEE FALLS WI 53051 1 0 0 0 Common Stock 75540 D Restricted Stock Units 0 2013-12-20 4 A 0 91140 0 A Common Stock 91140 91140 D Stock Option (right to buy) 0.88 2013-12-20 4 A 0 15000 0 A 2014-12-20 2021-12-20 Common Stock 15000 15000 D Each restricted stock unit represents a contingent right to receive one share of ZBB Energy Corporation common stock. Restricted stock units that become earned and vested are payable at the earlier of (i) six months following separation from service and (ii) the date of a change in control. Represents restricted stock unit award granted pursuant to the company's director compensation policy. The restricted stock units vest as follows: 25% vest on the date of grant and the remaining units vest in three equal installments on each of March 31, 2014, June 30, 2014 and September 30, 2014, respectively. These options will vest and become exercisable in three equal annual installments beginning December 20, 2014. /s/ Theodore Stern by Mark Busch, attorney-in-fact 2013-12-23