Exhibit 10.32

BESTBUYCO.,INC.

2020OMNIBUS INCENTIVE PLAN

Section1.Purpose

Thepurpose ofthe Planis topromotetheinterestsofthe Companyand itsshareholders byaidingthe Company in attracting and retaining employees, officers, consultants, advisors and non-employeeDirectors capable of assuring the future success of the Company, to offer such persons incentives to putforth maximum efforts for the success of the Company’s business and to compensate such personsthrough various stock and cash-based arrangements and provide them with opportunities for stockownership in the Company, thereby aligning the interests of such persons with the Company’sshareholders.

Section2.Definitions

Asusedin thePlan, thefollowing termsshallhavethe meaningssetforthbelow:

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly through one or moreintermediaries, is controlled by the Company and (ii) any entity in which the Company has a significantequityinterest, ineach case as determined by the Committee.

(b) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, RestrictedStockUnit, Dividend Equivalentor Other Stock-BasedAwardgrantedunder thePlan.

(c) “Award Agreement” shall mean any written agreement, contract or other instrument ordocument evidencing an Award granted under the Plan.An Award Agreement may be in an electronicmedium and need not be signed by a representative of the Company or the Participant.Each AwardAgreement shall be subject to the applicable terms and conditions of the Plan and any other terms andconditions(not inconsistent with the Plan) determined by theCommittee.

(d) “Board”shallmean theBoardofDirectorsoftheCompany.

(e) “Code”shallmean theInternalRevenueCode of1986,asamendedfromtimetotime, and

anyregulations promulgated thereunder.

(f) “Committee” shall mean the Compensation and Human Resources Committee of theBoard or such other committee designated by the Board to administer the Plan.The Committee shall becomprised of not less than such number of Directors as shall be required to permit Awards granted underthe Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “non-employeedirector”within the meaning of Rule16b-3.

(g) “Company” shall mean Best Buy Co., Inc., a Minnesota corporation, and any successorcorporation.

(h) “Director”shallmean amemberof theBoard.

(i) “DividendEquivalent”shallmeananyright grantedunderSection6(d)ofthePlan.

(j) “EffectiveDate” shallmeanJune 11,2020,the datethisPlan wasapproved by the

shareholdersof theCompanyatthe annualmeetingof shareholdersof theCompany.

(k) “Eligible Person” shall mean any employee, officer, non-employee Director, consultant,independent contractor or advisor providing services to the Company or any Affiliate, or any person towhomanoffer ofemployment orengagementwith theCompany oranyAffiliateisextended.AnEligiblePerson mustbe anatural person.

(l) “ExchangeAct”shallmeantheSecuritiesExchangeActof 1934,asamended.

(m) “Fair Market Value” shall mean, with respect to any property (including, without limitation,any Shares or other securities), the fair market value of such property determined by such methods orprocedures as shall be established from time to time by the Committee.Notwithstanding the foregoing,unless otherwise determined by the Committee, the Fair Market Value of a Share as of a given date shallbe, if the Shares are then traded on the New York Stock Exchange, the closing price of one Share asreported on the New York Stock Exchange on such date or, if the New York Stock Exchange is not open fortrading on such date, on the most recent preceding date when the New York Stock Exchange is open fortrading.

(n) “Full Value Award” shall mean any Award other than an Option, Stock Appreciation RightorsimilarAward, thevalueofwhich isbasedsolelyon anincrease inthevalueoftheShares after the dateof grantof such Award.

(o) “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan thatisintended tomeetthe requirements ofSection 422of the Code oranysuccessor provision.

(p) “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Planthatisnotintended to bean IncentiveStockOption.

(q) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option topurchasesharesof the Company.

(r) “OtherStock-Based Award”shallmean any right grantedunderSection 6(e)of the Plan.

Plan.

(s) “Participant”shallmeanan EligiblePersondesignatedtobegrantedanAwardunder the

(t) “Person”shallmeananyindividualorentity, includingacorporation, partnership,limitedliabilitycompany, association, jointventureor trust.

(u) “Plan”shallmeanthe BestBuyCo.,Inc.2020Omnibus IncentivePlan, as amendedfrom

time totime.

(v) “Prior Plans” shall mean the Best Buy Co., Inc. 2014 Omnibus Stock and Incentive Plan, asamendedfrom timetotime and anypredecessor plan thereto.

(w) “RestrictedStock” shallmean any Sharegranted under Section 6(c)of thePlan.

(x) “Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Planevidencingthe rightto receive aShare (or acash payment equalto the FairMarket ValueofaShare) atsomefuture date.

(y) “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and ExchangeCommissionunder theSecurities Exchange Actof 1934,as amended,or anysuccessor ruleorregulation.

(z) “Section 409A” shall mean Section 409A of the Code, or any successor provision, andapplicableTreasury Regulations andother applicable guidance thereunder.

(aa)“SecuritiesAct” shallmean the SecuritiesActof 1933,as amended.

(bb)“Share” or “Shares” shall mean a share or shares of common stock, $.10 par value pershare,of the Companyor suchothersecurities or property asmaybecomesubjectto Awards pursuant toanadjustment made underSection 4(c)of thePlan.

(cc)“Specified Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B)of the Code or applicable proposed or final regulations under Section 409A, determined in accordancewith proceduresestablished bythe Company andapplieduniformlywithrespect to all plansmaintainedbythe Company that are subject toSection 409A.

(dd)“StockAppreciation Right”shallmean anyright granted under Section 6(b)ofthePlan.

Section3.Administration

(a) Power and Authority of the Committee.The Plan shall be administered by the Committee.Subject to the express provisions of the Plan and to applicable law, the Committee shall have full powerand authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to eachParticipant under the Plan; (iii) determine the number of Shares to be covered by (or the method by whichpayments or other rights are to be calculated in connection with) each Award; (iv) determine the terms andconditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Awardand the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respectto any Award; (v) amend the terms and conditions of any Award or Award Agreement, subject to thelimitations under Section 7; (vi) accelerate the exercisability of any Award or the lapse of any restrictionsrelating to any Award, subject to the limitations under Section 6 and Section 7, (vii) determine whether, towhatextentandunderwhatcircumstancesAwards maybeexercised, orcanceled,forfeited orsuspended; (viii) determine whether, to what extent and under what circumstances amounts payable withrespect to an Award under the Plan shall be deferred either automatically or at the election of the holderthereof or the Committee, subject to the requirements of Section 409A and Section 6; (ix) interpret andadministerthePlan andany instrumentoragreement, includinganAwardAgreement, relatingtothe Plan;

(x)establish,amend,suspendorwaive such rulesandregulations and appointsuchagentsasit shall deemappropriate for the proper administration of the Plan; (xi) make any other determination and take any otheraction that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adoptsuch modifications, rules, procedures and sub-plans as may be necessary or desirable to comply withprovisions of the laws of non-United States jurisdictions in which the Company or an Affiliate may operate,including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participantslocated in any particular country, in order to meet the objectives of the Plan and to ensure the viability ofthe intended benefits of Awards granted to Participants located in such non-United States jurisdictions.UnlessotherwiseexpresslyprovidedinthePlan,alldesignations, determinations,interpretationsandother

decisions under or with respect to the Plan or any Award or Award Agreement shall be within the solediscretionoftheCommittee,maybe madeatanytimeandshallbefinal,conclusiveandbinding upon anyParticipant, any holder or beneficiary of any Award or Award Agreement, and any employee of theCompany orany Affiliate.

(b) Delegation.The Committee may delegate to one or more officers or Directors of theCompany, subject to such terms, conditions and limitations as the Committee may establish in its solediscretion, the authority to grant Awards; provided, however, that the Committee shall not delegate suchauthority(i)with regardtograntsofAwards tobemade toofficers oftheCompany orany Affiliatewhoaresubject to Section 16 of the Exchange Act or (ii) in such a manner as would cause the Plan not to complywithapplicable exchange rules or applicable law.

(c) Power and Authority of the Board.Notwithstanding anything to the contrary containedherein, (i) the Board may, at any time and from time to time, without any further action of the Committee,exercisethepowersand dutiesoftheCommitteeunderthePlan,unlesstheexercise ofsuchpowers andduties by the Board would cause the Plan not to comply with the requirements of Rule 16b-3; and (ii) onlythe Committee (or another committee of the Board comprised of directors who qualify as independentdirectors within the meaning of the independence rules of the New York Stock Exchange or any othersecurities exchange applicable to the Company) may grant Awards to Directors who are not alsoemployeesof theCompany or an Affiliate.

(d) Indemnification.To the full extent permitted by law, (i) no member of the Board, theCommittee oranyperson towhom theCommitteedelegates authorityunder thePlan shallbe liableforany action or determination taken or made in good faith with respect to the Plan or any Award made underthe Plan, and (ii) the members of the Board, the Committee and each person to whom the Committeedelegates authorityunder the Planshallbe entitled toindemnification by the Companywith regardtosuchactions and determinations.To the full extent permitted by law, the provisions of this paragraph shall be inaddition to such other rights of indemnification as a member of the Board, the Committee or any otherpersonmayhave byvirtueof such person’s position with the Company.

Section4.SharesAvailablefor Awards

(a) SharesAvailable.

(i) Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number ofShares that may be issued under all Awards under the Plan shall equal the sum of (x)18,600,000 (the authorized net increase of Shares in connection with the adoption of thePlan), (y) shares available for grant under the Best Buy Co., Inc. Amended & Restated 2014Omnibus Stock and Incentive Plan as of the Effective Date and (z) any Shares subject toany outstanding award under the Prior Plans that, after the Effective Date, are notpurchased or are forfeited or reacquired by the Company, or otherwise not delivered tothe Participant due to termination or cancellation of such award, subject to the sharecountingprovisionsof Section 4(b)below.

(ii) On and after the Effective Date, no awards shall be granted under the Prior Plans, but alloutstandingawardspreviouslygrantedunderthePriorPlansshallremainoutstanding andsubjectto thetermsof the Prior Plans.

The aggregate number of Shares that may be issued under all Awards under the Plan shall bereduced by Shares subject to Awards issued under the Plan in accordance with the Share counting rulesdescribed in Section 4(b) below.When determining the Shares added to and subtracted from theaggregatereserveunderparagraphs(ii)and (iii)above,thenumber ofSharesaddedor subtractedshallbealso determined in accordance with the Share counting rules described in Section 4(b) below (including,foravoidanceof doubt, the fungibility ratio and Share recyclingrules).

(b) Counting Shares.For purposes of this Section 4, except as set forth in this Section 4(b), ifanAwardentitlestheholder thereoftoreceive orpurchaseShares,the numberofShares coveredbysuchAward or to which such Award relates shall be counted on the date of grant of such Award against theaggregate number of Shares available for granting Awards under the Plan.For purposes of determiningthe number of Shares covered on the date of grant by a Stock Appreciation Right that is to be settled inShares, the aggregate number of Shares with respect to which the Stock Appreciation Right is to beexercised shall be counted against the number of Shares available for Awards under the Plan (withoutregard to the number of actual Shares issued upon settlement).With respect to any Full Value Award, thenumber of Shares available for Awards under the Plan shall be reduced by two (2) Shares for each Sharecovered by the Full Value Award.Notwithstanding the foregoing, the following special rules shall applywithrespect to share counting under thePlan:

(i) Shares Added Back to Reserve.Subject to the limitations in Section 4(b)(ii) below, if anyShares covered by an Award or to which an Award relates are not purchased or areforfeited or are reacquired by the Company, or if an Award otherwise terminates or iscanceled without delivery of any Shares, then the number of Shares counted pursuant toSection 4(b) of the Plan against the aggregate number of Shares available under the Planwith respect to such Award, to the extent of any such forfeiture, reacquisition by theCompany, termination or cancellation, shall again be available for granting Awards underthe Plan.

(ii) Shares Not Added Back to Reserve.Notwithstanding anything to the contrary in thisSection 4(b), the following Shares will not again become available for issuance under thePlan:(A)anyShares whichwouldhave beenissueduponanyexerciseofan Optionbut forthe fact that the exercise price was paid by a “net exercise” pursuant to Section 6(a)(iii)(B)or any Shares tendered in payment of the exercise price of an Option; (B) any Shareswithheld by the Company or Shares tendered to satisfy any tax withholding obligationwith respect to an Award; (C) Shares covered by a Stock Appreciation Right issued underthePlanthatarenot issuedin connectionwith settlementin Sharesupon exercise;or

(D)Shares thatare repurchasedbytheCompany using Optionexercise proceeds.

(iii) Cash-Only Awards.Awards that do not entitle the holder thereof to receive or purchaseShares shall not be counted against the aggregate number of Shares available for Awardsunder thePlan.

(iv) Substitute Awards Relating to Acquired Entities.Shares issued under Awards granted insubstitution for awards previously granted by an entity that is acquired by or merged withthe Company or an Affiliate shall not be counted against the aggregate number of Sharesavailablefor Awards underthe Plan.

(c) Adjustments.In the event that any dividend (other than a regular cash dividend) or otherdistribution (whether in theform ofcash,Shares,other securities or otherproperty), recapitalization,stock

split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchaseorexchangeof Sharesorother securitiesoftheCompany,issuance ofwarrantsor otherrightsto purchaseShares or other securities of the Company or other similar corporate transaction or event affects theShares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits orpotential benefits intended to be made available under the Plan, then the Committee shall, in such manneras it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or otherproperty) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or othersecurities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price withrespect to any Award and (iv) the limitations contained in Section 4(d)(i) below; provided,  however, that thenumber of Shares covered by any Award or to which such Award relates shall always be a whole number.Such adjustment shall be made by the Committee or the Board, whose determination in that respect shallbefinal, binding andconclusive.

(d) AwardLimitations Underthe Plan.

(i) Annual Limitations for Awards Granted to Eligible Persons Other Than Non-EmployeeDirectors.No Eligible Person who is an employee, officer, consultant, independentcontractor or advisor may be granted any Award or Awards denominated in Shares, formore than 2,500,000 Shares (subject to adjustment as provided for in Section 4(c) of thePlan),in theaggregate inany calendar year.

(ii) Annual Limitations for Awards Granted to Non-Employee Directors.Notwithstanding anyprovision to the contrary in the Plan, the sum of the grant date fair value of equity-basedAwards (such value computed as of the date of grant in accordance with applicablefinancial accounting rules) and the amount of any cash-based compensation granted to anon-employee Director during any calendar year shall not exceed $500,000. Theindependent members of the Board may make exceptions to this limit for a non-executivechair of the Board, provided that the non-employee Director receiving such additionalcompensationmaynotparticipate inthe decision to award suchcompensation.

Section5.Eligibility

AnyEligiblePersonshallbeeligibletobedesignatedasa Participant.IndeterminingwhichEligible Persons shall receive an Award and the terms of any Award, the Committee may take into accountthe nature of the services rendered by the respective Eligible Persons, their present and potentialcontributionstothe successof theCompany orsuchotherfactorsasthe Committee,in itsdiscretion, shalldeem relevant.Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-timeor part-time employees (which term as used herein includes, without limitation, officers and Directors whoare also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliateunless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f)oftheCodeor any successor provision.

Section6.Awards

(a) Options.TheCommitteeisherebyauthorizedtograntOptionstoEligiblePersonswiththefollowingtermsandconditions andwithsuchadditionaltermsand conditionsnot inconsistentwiththeprovisions ofthe Plan astheCommitteeshalldetermine:

(i) Exercise Price.The purchase price per Share purchasable under an Option shall bedetermined by the Committee and shall not be less than one hundred percent (100%) ofthe Fair Market Value of a Share on the date of grant of such Option; provided, however,that the Committee may designate a purchase price below Fair Market Value on the dateofgrantif theOption isgranted insubstitution forastockoptionpreviously grantedby anentitythat is acquired byor merged withthe Companyor anAffiliate.

(ii) Option Term.The term of each Option shall be fixed by the Committee at the time butshall not be longer than ten (10) years from the date of grant.Notwithstanding theforegoing, the Committee may provide in the terms of an Option (either at grant or bysubsequent modification) that, to the extent consistent with Section 409A, in the eventthat on the last business day of the term of an Option (other than an Incentive StockOption)(i)theexercise ofthe Option is prohibitedby applicablelaw or(ii) Sharesmaynotbe purchased or sold by certain employees or directors of the Company due to the“black-outperiod” of a Companypolicyor a“lock-up”agreementundertaken in

connection with an issuance of securities by the Company, the term of the Option shall beextended for a period of not more than thirty (30) days following the end of the legalprohibition,black-out period or lock-up agreement.

(iii) Time and Method of Exercise.The Committee shall determine the time or times at whichan Option may be exercised within the Option term, either in whole or in part, and themethodof exercise,exceptthat anyexercise pricetenderedshallbeineither cash,Shareshaving a Fair Market Value on the exercise date equal to the applicable exercise price or acombination thereof,as determined bytheCommittee.

(A) Promissory Notes.For avoidance of doubt, the Committee may not accept apromissorynote asconsideration.

(B) Net Exercises.The Committee may, in its discretion, permit an Option to beexercisedbydeliveringto the Participanta numberofShares havingan aggregateFair Market Value (determined as of the date of exercise) equal to the excess, ifpositive, of the Fair Market Value of the Shares underlying the Option beingexercised, on the date of exercise, over the exercise price of the Option for suchShares.

(iv) Incentive Stock Options.Notwithstanding anything in the Plan to the contrary, thefollowingadditionalprovisionsshallapplytothe grantof stockoptions which areintendedtoqualify asIncentive Stock Options:

(A) The aggregate number of Shares that may be issued under all Incentive StockOptionsunder the Planshall be 18,600,000.

(B) The Committee will not grant Incentive Stock Options in which the aggregate FairMarket Value (determined as of the time the Option is granted) of the Shares withrespect to which Incentive Stock Options are exercisable for the first time by anyParticipant during any calendar year (under this Plan and all other plans of theCompanyand its Affiliates)shallexceed$100,000.

(C) All Incentive Stock Options must be granted within ten (10) years from the earlierofthe dateon whichthisPlanwas adoptedby theBoardandthe EffectiveDate.

(D) Unless sooner exercised, all Incentive Stock Options shall expire and no longer beexercisable no later than ten (10) years after the date of grant; provided, however,that in the case of a grant of an Incentive Stock Option to a Participant who, at thetime such Option is granted, owns (within the meaning of Section 422 of theCode)stockpossessingmorethantenpercent(10%)ofthetotalcombinedvotingpower of all classes of stock of the Company or of its Affiliates, such IncentiveStock Option shall expire and no longer be exercisable no later than five (5) yearsfrom the dateof grant.

(E) The purchase price per Share for an Incentive Stock Option shall be not less thanone hundred percent (100%) of the Fair Market Value of a Share on the date ofgrant of the Incentive Stock Option; provided, however, that, in the case of thegrantofan IncentiveStockOptionto aParticipant who,atthetime suchOption isgranted, owns (within the meaning of Section 422 of the Code) stock possessingmore than ten percent (10%) of the total combined voting power of all classes ofstock of the Company or of its Affiliates, the purchase price per Sharepurchasable under an Incentive Stock Option shall be not less than one hundredten percent (110%) of the Fair Market Value of a Share on the date of grant of theIncentiveStock Option.

(F) Any Incentive Stock Option authorized under the Plan shall contain such otherprovisions as the Committee shall deem advisable,but shall in all events beconsistentwithandcontainallprovisionsrequiredinordertoqualifythe Optionasan Incentive Stock Option.

(b) Stock Appreciation Rights.The Committee is hereby authorized to grant StockAppreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable AwardAgreement.A StockAppreciation Rightgrantedunder thePlanshall confer on the holderthereof a righttoreceive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exerciseover (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shallnot be less than one hundred percent (100%) of the Fair Market Value of one Share on the date of grant ofthe Stock Appreciation Right; provided, however, that the Committee may designate a grant price belowFair Market Value on the date of grant if the Stock Appreciation Right is granted in substitution for a stockappreciation right previously granted by an entity that is acquired by or merged with the Company or anAffiliate.Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term,methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of anyStock Appreciation Right shall be as determined by the Committee (except that the term of each StockAppreciation Right shall be subject to the same limitations described in Section 6(a)(ii) applicable toOptions).The Committee may impose such conditions or restrictions on the exercise of any StockAppreciationRight as itmay deem appropriate.

(c) Restricted Stock and Restricted Stock Units.The Committee is hereby authorized to grantan Award of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms andconditions and with such additional terms and conditions not inconsistent with the provisions of the Planas the Committeeshalldetermine:

(i) Restrictions.SharesofRestricted Stock andRestrictedStockUnits shallbe subjecttosuch restrictions as the Committee may impose (including, without limitation, anylimitation on the right to vote a Share of Restricted Stock or the right to receive anydividend or other right or property with respect thereto), which restrictions may lapseseparatelyorincombinationatsuchtimeortimes,insuch installmentsorotherwiseastheCommittee may deem appropriate.For purposes of clarity and without limiting theCommittee’s general authority under Section 3(a), vesting of such Awards may, at theCommittee’s discretion, be conditioned upon the Participant’s completion of a specifiedperiod of service with the Company or an Affiliate, or upon the achievement of one ormore performance goals established by the Committee, or upon any combination ofservice-based and performance-based conditions (subject to minimum requirements inthis Section 6).Notwithstanding the foregoing, rights to dividend or Dividend Equivalentpaymentsshallbe subject to the limitationsdescribed inSection 6(d).

(ii) Issuance and Delivery of Shares.Any Restricted Stock granted under the Plan shall beissued at the time such Awards are granted and may be evidenced in such manner as theCommittee may deem appropriate, including book-entry registration or issuance of astock certificate or certificates, which certificate or certificates shall be held by theCompany or held in nominee name by the stock transfer agent or brokerage serviceselected by the Company to provide such services for the Plan.Such certificate orcertificates shall be registered in the name of the Participant and shall bear an appropriatelegend referring to the restrictions applicable to such Restricted Stock.Sharesrepresenting Restricted Stock that are no longer subject to restrictions shall be delivered(including by updating the book-entry registration) to the Participant promptly after theapplicable restrictions lapse or are waived.In the case of Restricted Stock Units, noShares shall be issued at the time such Awards are granted.Upon the lapse or waiver ofrestrictions and the restricted period relating to Restricted Stock Units evidencing theright to receive Shares, such Shares shall be issued and delivered to the holder of theRestrictedStockUnits.

(d) Dividend Equivalents.The Committee is hereby authorized to grant Dividend Equivalentsto Eligible Persons under which the Participant shall be entitled to receive payments (in cash, Shares, othersecurities, other Awards or other property as determined in the discretion of the Committee) equivalent tothe amount of cash dividends paid by the Company to holders of Shares with respect to a number ofShares determined by the Committee.Subject to the terms of the Plan and any applicable AwardAgreement, such Dividend Equivalents may have such terms and conditions as the Committee shalldetermine.Notwithstanding the foregoing, (i) the Committee may not grant Dividend Equivalents toEligible Persons in connection with grants of Options, Stock Appreciation Rights or other Awards the valueofwhich is basedsolelyonanincreaseinthe value of the Sharesafter the date ofgrant ofsuchAward, and

(ii) dividend and Dividend Equivalent amounts with respect to any Share underlying any other Award maybe accrued but not paid to a Participant until all conditions or restrictions relating to such Share have beensatisfied.

(e) Other Stock-Based Awards.The Committee is hereby authorized to grant to EligiblePersonssuchotherAwardsthat aredenominatedorpayable in,valuedinwholeor inpartbyreference to,or otherwise based on or related to, Shares (including, without limitation, securities convertible intoShares), as are deemed by the Committee to be consistent with the purpose of the Plan.The Committeeshalldeterminethe termsand conditionsof such Awards, subjectto the terms ofthePlan andany

applicable Award Agreement.No Award issued under this Section 6(e) shall contain a purchase right or anoption-likeexercise feature.

(f) General.

(i) Consideration for Awards.Awards may be granted for no cash consideration or for anycash or other consideration as may be determined by the Committee or required byapplicablelaw.

(ii) Awards May Be Granted Separately or Together.Awards may, in the discretion of theCommittee, be granted either alone or in addition to, in tandem with or in substitution forany other Award or any award granted under any other plan of the Company or anyAffiliate.Awards granted in addition to or in tandem with other Awards or in addition to orin tandem with awards granted under any other plan of the Company or any Affiliate maybe granted either at the same time as or at a different time from the grant of such otherAwardsor awards.

(iii) Limits on Transfer of Awards.No Award (other than fully vested and unrestricted Sharesissuedpursuantto anyAward) andnorightunderany suchAwardshallbe transferablebya Participant other than by will or by the laws of descent and distribution, and no Award(other than fully vested and unrestricted Shares issued pursuant to any Award) or rightunder any such Award may be pledged, alienated, attached or otherwise encumbered,and any purported pledge, alienation, attachment or encumbrance thereof shall be voidand unenforceable against the Company or any Affiliate.Notwithstanding the foregoing,the Committee may permit the transfer of an Award to family members if such transfer isfor no value and in accordance with the rules of Form S-8.The Committee may alsoestablish procedures as it deems appropriate for a Participant to designate a person orpersons, as beneficiary or beneficiaries, to exercise the rights of the Participant andreceive any property distributable with respect to any Award in the event of theParticipant’sdeath.

(iv) Restrictions; SecuritiesExchangeListing.  All Sharesorothersecuritiesdeliveredunderthe Plan pursuant to any Award or the exercise thereof shall be subject to such restrictionsas the Committee may deem advisable under the Plan, applicable federal or statesecurities laws and regulatory requirements, and the Committee may cause appropriateentries to be made with respect to, or legends to be placed on the certificates for, suchShares or other securities to reflect such restrictions.The Company shall not be requiredto deliver any Shares or other securities covered by an Award unless and until therequirementsof anyfederalor statesecuritiesor otherlaws, rulesorregulations(includingthe rules of any securities exchange) as may be determined by the Company to beapplicable aresatisfied.

(v) Prohibition on Option and Stock Appreciation Right Repricing.Except as provided inSection 4(c) hereof, the Committee may not, without prior approval of the Company’sshareholders, seek to effect any re-pricing of any previously granted “underwater” OptionorStockAppreciationRightby:(i)amendingormodifyingthetermsoftheOptionorStock Appreciation Right to lower the exercise price; (ii) canceling the underwater Optionor Stock Appreciation Right and granting either (A) replacement Options or StockAppreciationRightshaving alowerexerciseprice;or (B) RestrictedStock,RestrictedStock

Units or Other Stock-Based Award in exchange; or (iii) cancelling or repurchasing theunderwater Options or Stock Appreciation Rights for cash or other securities.An Optionor Stock Appreciation Right will be deemed to be “underwater” at any time when the FairMarket Value of the Shares covered by such Award is less than the exercise price of theAward.

(vi) Minimum Vesting and Limits on Acceleration.Except as provided below, no Award shallbe granted with terms providing for any right of exercise or lapse of any vestingobligationsearlier than adate that isat leastoneyear following thedateof grant(or, in thecase of vesting based upon performance based objectives, exercise and vestingrestrictions cannot lapse earlier than the one year anniversary measured from thecommencement of the period over which performance is evaluated).Notwithstandingthe foregoing, the following Awards that do not comply with the one year minimumexerciseandvesting requirements maybe issued:

(A) substitute Awards granted in connection with awards that are assumed,convertedorsubstitutedpursuant toamerger,acquisition orsimilartransactionenteredintoby the Companyor anyof itssubsidiaries;

(B) shares delivered in lieu of fully vested cash Awards or any cash incentivecompensation earned by a Participant, provided that the performance period forsuchincentive compensation was atleast one fiscal year;

(C) anyadditional AwardstheCommittee maygrant,up toamaximumoffive percent(5%) of the aggregate number of Shares available for issuance under this Plan.Forpurposes of counting Shares against the five percent (5%) limitation, the Sharecountingrules underSection 4(b)of thePlan apply;and

(D) Awards issued to non-employee Directors so long as the Awards provide for aright of exercise or lapse of any vesting obligations no earlier than the next annualshareholder meeting date following the grant date, so long as the next annualshareholder meeting date is at least fifty (50) weeks after the immediatelypreceding annualmeetingdate.

If either the Committee or an Award Agreement waives the one-year minimum, suchwaiver shall cause the Award to count against the five percent (5%) pool unless theacceleration is limited to the events of the Participant’s death, disability, retirement or achange-in-control of the Company.Neither the Committee nor an Award Agreement shallaccelerate the exercisability of any Award or the lapse of restrictions relating to any Awardin connection with a change-in-control of the Company unless such acceleration occursupon the consummation of (or effective immediately prior to the consummation of,providedthatthe consummationsubsequently occurs)such change-in-controlevent.

(vii) Section 409A Provisions.Notwithstanding anything in the Plan or any Award Agreementto the contrary, to the extent that any amount or benefit that constitutes “deferredcompensation” to a Participant under Section 409A and applicable guidance thereunderis otherwise payable or distributable to a Participant under the Plan or any AwardAgreement solely by reason of the occurrence of a change in control of the Company orduetotheParticipant’sdisability or“separationfromservice” (assuchtermis defined

under Section 409A), such amount or benefit will not be payable or distributable to theParticipant by reason of such circumstance unless the Committee determines in goodfaith that (i) the circumstances giving rise to such change in control, disability orseparation from service meet the definition of a change in ownership or effective control,disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of theCode and applicable proposed or final regulations, or (ii) the payment or distribution ofsuch amount or benefit would be exempt from the application of Section 409A by reasonof the short-term deferral exemption or otherwise.Any payment or distribution thatotherwise would be made to a Participant who is a Specified Employee (as determined bythe Committee in good faith) on account of separation from service may not be madebefore the date which is six (6) months after the date of the Specified Employee’sseparation from service (or if earlier, upon the Specified Employee’s death) unless thepayment or distribution is exempt from the application of Section 409A by reason of theshort-termdeferral exemption orotherwise.

Section7.AmendmentandTermination;Corrections

(a) Amendments to the Plan and Awards.The Board may from time to time amend, suspendor terminate this Plan, and the Committee may amend the terms of any previously granted Award,provided that no amendment to the terms of any previously granted Award may (except as expresslyprovided in the Plan) adversely alter or impair the terms or conditions of the Award previously granted to aParticipant under this Plan without the written consent of the Participant or holder thereof.Anyamendment to this Plan, or to the terms of any Award previously granted, is subject to compliance with allapplicable laws, rules, regulations and policies of any applicable governmental entity or securitiesexchange, including receipt of any required approval from the governmental entity or stock exchange.Forgreater certainty, prior approval of the shareholders of the Company shall be required for any amendmentto the Planoran Award thatwould:

(i) require shareholder approval under the rules or regulations of the Securities andExchange Commission, the New York Stock Exchange or any other securities exchangethatare applicable to the Company;

(ii) increase the number of shares authorized under the Plan as specified in Section 4(b) ofthe Plan;

(iii) increase the number of shares or value subject to the limitations contained in Section 4(d)of thePlan;

(iv) permitrepricingofOptionsorStockAppreciationRights,whichiscurrentlyprohibitedbySection 6(f)(v) of thePlan;or

(v) permittheaward ofOptionsorStock AppreciationRightsat aprice lessthan onehundredpercent (100%) of the Fair Market Value of a Share on the date of grant of such Option orStock Appreciation Right, contrary to the provisions of Section 6(a)(i) and Section 6(b) ofthe Plan.

(b) CorporateTransactions.Intheeventof anyreorganization,merger,consolidation,

split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchangeofSharesor other securitiesof theCompany or anyother similar corporatetransaction orevent involving

the Company (or the Company shall enter into a written agreement to undergo such a transaction orevent), the Committee or the Board may, in its sole discretion, provide for any of the following to beeffective upon the consummation of the event (or effective immediately prior to the consummation of theevent,provided that theconsummationof theeventsubsequentlyoccurs), andnoaction taken under thisSection 7(b) shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of anAwardor beneficiary thereof:

(i) either (A) termination of any such Award, whether or not vested, in exchange for anamount of cash and/or other property, if any, equal to the amount that would have beenattained upon the exercise of such Award or realization of the Participant’s vested rights(and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction orevent described in this Section 7(b)(i), the Committee or the Board determines in goodfaith that no amount would have been attained upon the exercise of such Award orrealization of the Participant’s vested rights, then such Award may be terminated by theCompanywithoutanypayment)or(B)thereplacementofsuchAwardwith otherrightsorpropertyselected bytheCommittee or the Board,initssole discretion;

(ii) that such Award be assumed by the successor or survivor corporation, or a parent orsubsidiarythereof,orshallbe substitutedfor by similaroptions, rightsorawards coveringthe stock of the successor or survivor corporation, or a parent or subsidiary thereof, withappropriateadjustments as to the number andkindof shares and prices;

(iii) that subject to Section 6(f)(vi), the Award shall be exercisable or payable or fully vestedwith respect to all Shares covered thereby, notwithstanding anything to the contrary in theapplicable AwardAgreement; or

(iv) thattheAwardcannot vest,beexercisedor becomepayableafter adatecertaininthefuture,which may be the effective date of suchevent.

(c) Correction of Defects, Omissions and Inconsistencies.The Committee may correct anydefect, supply any omission or reconcile any inconsistency in the Plan or in any Award or AwardAgreement in the manner and to the extent it shall deem desirable to implement or maintain theeffectivenessof thePlan.

Section8.Income TaxWithholding

In order to comply with all applicable federal, state, local or foreign income tax laws or regulations,the Company maytake suchactionasitdeemsappropriate to ensurethat all applicablefederal, state,local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibilityof a Participant, are withheld or collected from such Participant.Without limiting the foregoing, foravoidance of doubt, the Committee, in its discretion and subject to such additional terms and conditionsas it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have theCompany withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or thelapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes(subjectto any limitations required by ASC Topic718to avoid adverse accounting treatment);

(b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapseof restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (c) byanyothermeans set forth in the applicable AwardAgreement.

Section9.GeneralProvisions

(a) NoRights toAwards.No EligiblePerson,ParticipantorotherPersonshallhave anyclaimto be granted any Award under the Plan, and there is no obligation for uniformity of treatment of EligiblePersons, Participants or holders or beneficiaries of Awards under the Plan.The terms and conditions ofAwardsneednot bethesame with respecttoany Participantor withrespect to differentParticipants.

(b) Award Agreements.No Participant shall have rights under an Award granted to suchParticipant unless and until an Award Agreement shall have been signed by the Participant (if requested bythe Company), or until such Award Agreement is delivered and accepted through an electronic medium inaccordance with procedures established by the Company.An Award Agreement need not be signed by arepresentative of the Company unless required by the Committee.Each Award Agreement shall besubject to the applicable terms and conditions of the Plan and any other terms and conditions (notinconsistentwith the Plan)determined by theCommittee.

(c) Plan Provisions Control.In the event that any provision of an Award Agreement conflictswith or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequentlyamended, thetermsof the Planshallcontrol.

(d) No Rights of Shareholders.Except with respect to Shares issued under Awards (andsubject to such conditions as the Committee may impose on such Awards), neither a Participant nor theParticipant’s legal representative shall be, or have any of the rights and privileges of, a shareholder of theCompany with respect to any Shares issuable upon the exercise or payment of any Award, in whole or inpart,unless and untilsuch Shares havebeen issued.

(e) No Limit on Other Compensation Arrangements.Nothing contained in the Plan shallprevent the Company or any Affiliate from adopting or continuing in effect other or additionalcompensationplansorarrangements,andsuchplansor arrangementsmaybeeithergenerallyapplicableorapplicable only in specific cases.

(f) No Right to Employment or Directorship.The grant of an Award shall not be construed asgiving a Participant the right to be retained as an employee of the Company or any Affiliate, or the right tobe retained as a Director, nor will it affect in any way the right of the Company or an Affiliate to terminate aParticipant’s employment at any time, with or without cause, or remove a Director in accordance withapplicable law.In addition, the Company or an Affiliate may at any time dismiss a Participant fromemployment,or removeaDirectorwho isaParticipant,free fromany liabilityor anyclaim under thePlanorany Award, unless otherwise expressly provided in the Plan or in any Award Agreement.Nothing in thisPlan shall confer on any person any legal or equitable right against the Company or any Affiliate, directly orindirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate.Underno circumstances shall any person ceasing to be an employee or Director of the Company or any Affiliatebe entitled to any compensation for any loss of any right or benefit under the Plan which such employee orDirector might otherwise have enjoyed but for termination of employment or directorship, whether suchcompensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract orotherwise.By participating in the Plan, each Participant shall be deemed to have accepted all theconditions of the Plan and the terms and conditions of any rules and regulations adopted by theCommittee and shallbe fully bound thereby.

(g) Governing Law.The internal law, and not the law of conflicts, of the State of Minnesotashall govern all questions concerning the validity, construction and effect of the Plan or any Award, andanyrules andregulationsrelating tothePlan or any Award.

(h) Severability.If any provision of the Plan or any Award is or becomes or is deemed to beinvalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any lawdeemed applicable by the Committee, such provision shall be construed or deemed amended to conformtoapplicable laws,or ifit cannotbe soconstruedordeemed amendedwithout, inthe determinationof theCommittee, materially altering the purpose or intent of the Plan or the Award, such provision shall bestricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain infull force andeffect.

(i) No Trust or Fund Created.Neither the Plan nor any Award shall create or be construed tocreate a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliateand a Participant or any other Person.To the extent that any Person acquires a right to receive paymentsfromthe Companyor anyAffiliate pursuantto anAward, such rightshallbenogreaterthan therightof anyunsecuredgeneral creditorof theCompany or anyAffiliate.

(j) Other Benefits.No compensation or benefit awarded to or realized by any ParticipantunderthePlanshallbeincludedfor thepurpose ofcomputing suchParticipant’scompensationor benefitsunder any pension, retirement, savings, profit sharing, group insurance, disability, severance, terminationpay, welfare or other benefit plan of the Company, unless required by law or otherwise provided by suchother plan.

(k) No Fractional Shares.No fractional Shares shall be issued or delivered pursuant to thePlan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractionalShare or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwiseeliminated.

(l) Headings.Headings are given to the sections and subsections of the Plan solely as aconveniencetofacilitatereference.Such headingsshallnot bedeemed inany waymaterialorrelevanttotheconstruction or interpretation of the Plan or any provisionthereof.

Section10.ClawbackorRecoupment

All Awards under this Plan shall be subject to forfeiture or other penalties pursuant to theCompany’sclawbackpolicy, asamendedfrom timeto time,andsuchforfeitureand/or penaltyconditionsorprovisionsasdetermined by theCommitteeandset forth in theapplicable AwardAgreement.

Section11.Effective Dateofthe Plan

ThePlanwasadoptedbytheBoard onApril13, 2020,and wasapproved bytheshareholdersoftheCompanyat the annualmeeting ofshareholdersofthe Companyheldon theEffectiveDate.

Section12.Termof the Plan

No Award shall be granted under the Plan, and the Plan shall terminate, on April 13, 2030 or anyearlier date of discontinuation or termination established pursuant to Section 7(a) of the Plan.UnlessotherwiseexpresslyprovidedinthePlan orinanapplicableAwardAgreement,anyAwardtheretofore

granted may extend beyond such dates, and the authority of the Committee provided for hereunder withrespecttothePlanand anyAwards, andthe authorityof theBoardtoamend thePlan,shallextend beyondthetermination of the Plan.

Adopted by the Board of Directors on April 13, 2020, and approved by the shareholders of the CompanyonJune 11, 2020.