<PAGE>



                        RESTRICTED STOCK AWARD AGREEMENT

         THIS AGREEMENT is entered into and effective as of this 3rd day of
November, 1998 (the "Date of Grant"), by and between Tricord Systems, Inc. (the
"Company") and Dr. Alexander H. Frey (the "Grantee").

          A.  The Company has adopted the 1998 Stock Incentive Plan (the
         "Plan) authorizing the Board of Directors of the Company, or a
         committee as provided for in the Plan (the Board or such a committee to
         be referred to as the "Committee"), to grant restricted stock awards to
         employees and non-employee consultants and independent contractors of
         the Company and its Subsidiaries (as defined in the Plan).

         B.  The Company desires to give the Grantee a proprietary
         interest in the Company and an added incentive to advance the interests
         of the Company by granting to the Grantee a restricted award of shares
         of common stock of the Company pursuant to the Plan.

         Accordingly, the parties agree as follows:

1.       GRANT OF AWARD

         The Company hereby grants to the Grantee a restricted stock award (the
         "Award") consisting of 150,000 Shares (the "Award Shares") of the
         Company's common stock, $.01 par value (the "Common Stock"), according
         to the terms and subject to the restrictions and conditions hereinafter
         set forth and as set forth in the Plan. Reference to the Award Shares
         in this Agreement will be deemed to include the Dividend Proceeds (as
         defined in Section 3.3 of this Agreement) with respect to such Award
         Shares that are retained and held by the Committee as provided in
         Section 3.3 of this Agreement.

2.       GRANT RESTRICTION

                  2.1  RESTRICTION AND FORFEITURE. The Grantee's right to retain
                  the Award Shares will be subject to the Grantee remaining in
                  the continuous employ of the Company or any Subsidiary for a
                  period from the Date of Grant through December 1, 2000 (the
                  "Restriction Period"); provided, however, that such employment
                  period restrictions (the "Restrictions") will lapse and
                  terminate prior to end of the Restriction Period with respect
                  to installments of Award Shares to the extent and on such
                  dates as follows:
<TABLE>
<CAPTION>
                           Date of                   Number of Award Shares for
                           Restriction Lapse         Which Restrictions Lapse
                           -----------------         ---------------------------
                           <S>                       <C>
                           December 1, 1999                   75,000
                           December 1, 2000                   75,000
</TABLE>
<PAGE>

                  2.2      TERMINATION OF EMPLOYMENT

                           (a) TERMINATION DUE TO DEATH OR DISABILITY.
                           In the event that the Grantee's employment with the
                           Company and all Subsidiaries is terminated by reason
                           of the Grantee's death or Disability (as such term is
                           defined in the Plan), the Restrictions applicable to
                           the Award Shares will immediately lapse and
                           terminate.

                           (b) VOLUNTARY TERMINATION AND TERMINATION FOR CAUSE. 
                           In the event the Grantee's employment with the
                           Company and all Subsidiaries is terminated
                           voluntarily by the Grantee or is terminated by the
                           Company for Cause (as such term is defined in the
                           Plan), all rights of the Grantee under the Plan and
                           this Agreement will terminate immediately without
                           notice of any kind, and this Award will be terminated
                           and all Award Shares with respect to which the
                           Restrictions have not lapsed will be forfeited.

                           (c)  (c)  TERMINATION WITHOUT CAUSE. In the
                           event the Grantee's employment with the Company and
                           all Subsidiaries is terminated by the Company without
                           Cause, the Restrictions applicable to the Award
                           Shares will immediately lapse and terminate.


                  2.3      CHANGE IN CONTROL

                           (a) IMPACT OF CHANGE IN CONTROL. If any events 
                           constituting a Change in Control (as defined
                           in the Plan) of the Company occur, the Restrictions
                           will immediately lapse and terminate with respect to
                           all Award Shares that have been held for at least six
                           months from the Date of Grant.

                           (b) LIMITATION ON CHANGE IN CONTROL PAYMENTS. 
                           Notwithstanding anything in this Section 2.3 to the 
                           contrary, if, with respect to the Grantee,
                           acceleration of the vesting of the Award Shares as
                           provided above (which acceleration could be deemed a
                           "payment" within the meaning of Section 280G(b)(2) of
                           the Internal Revenue Code of 1986, as amended (the
                           "Code")), together with any other payments which the
                           Grantee has the right to receive from the Company or
                           any corporation which is a member of an "affiliated
                           group" (as defined in Section 1504(a) of the Code
                           without regard to Section 1504(b) of the Code) of
                           which the Company is a member, would constitute a
                           "parachute payment" (as defined in Section 280G(b)(2)
                           of the Code), the payments to the Grantee as set
                           forth herein will be reduced to the largest amount as
                           will result in no portion of such payments being
                           subject to the excise tax imposed by Section 4999 of
                           the Code; provided, however, that if the Grantee is
                           subject to a separate agreement with the Company or a
                           Subsidiary that specifically provides that payments
                           to the Grantee will not be reduced even if such
                           payments would constitute excess parachute payments
                           or provides that the Grantee will have the discretion
                           to determine which payments will be reduced in order
                           to avoid excess parachute payments (regardless of
                           whether such separate agreement specifically

<PAGE>

                           references Award Shares under this Agreement), then
                           the limitations of this Section 2.3(b) will, to that
                           extent, not apply.

3.       ISSUANCE OF AWARD SHARES

                  3.1 PRIVILEGES OF A SHAREHOLDER: TRANSFERABILITY. As
                  soon as practicable after the execution and delivery of this
                  Agreement and the satisfaction of any conditions to the
                  effective issuance of such Award Shares (including, without
                  limitation, the conditions set forth in Section 3 of this
                  Agreement and Section 15 of the Plan), the Grantee will be
                  recorded on the books of the Company as the owner of the Award
                  Shares, and the Company will issue one or more duly issued and
                  executed stock certificates evidencing the Award Shares. The
                  Grantee will have all voting, dividend, liquidation and other
                  rights with respect to the Award Shares in accordance with
                  their terms upon becoming the holder of record of such Award
                  Shares; provided, however, that, prior to the lapse or other
                  termination of the Restrictions applicable to Award Shares,
                  such Award Shares will not be assignable or transferable by
                  the Grantee, either voluntarily or involuntarily, and may not
                  be subjected to any lien, directly or indirectly, by operation
                  of law or otherwise. Any attempt to transfer, assign or
                  encumber the Award Shares other than in accordance with this
                  Agreement and the Plan will be null and void and will void the
                  Award, and all Award Shares for which the Restrictions have
                  not lapsed will be forfeited and immediately returned to the
                  Company.

                  3.2 ENFORCEMENT OF RESTRICTIONS. To enforce the
                  Restrictions imposed by this Agreement and the Plan, the
                  Committee may place a legend on the stock certificates
                  referring to the Restrictions and may require the Grantee,
                  until the Restrictions have lapsed with respect to Award
                  Shares, to keep the stock certificates evidencing such Award
                  Shares, together with duly endorsed stock powers, in the
                  custody of the Company or its transfer agent or to maintain
                  evidence of stock ownership of such Award Shares, together
                  with duly endorsed stock powers, in a certificateless
                  book-entry stock account with the Company's transfer agent.

                  3.3 DIVIDENDS AND OTHER DISTRIBUTIONS. Unless the
                  Committee determines otherwise in its sole discretion, the
                  Grantee will have no right to receive dividends or
                  distributions with respect to Award Shares, including cash
                  dividends, stock dividends or dividends in kind, the proceeds
                  of any stock split or the proceeds resulting from any changes
                  or exchanges described in Section 6 of this Agreement (all of
                  which will collectively be referred to as "Dividend
                  Proceeds"). The Committee may, in its sole discretion,
                  distribute such Dividend Proceeds to the Grantee or it may
                  retain and hold such Dividend Proceeds subject to the
                  Restrictions and the other terms and conditions of this
                  Agreement. In addition, the Committee may, in its sole
                  discretion, cause such Dividend Proceeds to be paid to the
                  Company pursuant to Section 5 of this Agreement in order to
                  satisfy any federal, state or local withholding or other
                  employment-related tax requirements attributable to such
                  dividends or distributions or to the Grantee's receipt of the
                  Award or the lapse or termination of the Restrictions
                  applicable to Award Shares.
<PAGE>

4.       RIGHTS OF GRANTEE

                  4.1 EMPLOYMENT. Nothing in this Agreement will interfere with
                  or limit in any way the right of the Company or any Subsidiary
                  to terminate the employment of the Grantee at any time, nor
                  confer upon the Grantee any right to continue in the employ of
                  the Company or any Subsidiary at any particular position or
                  rate of pay or for any particular period of time.

                  4.2 RIGHTS AS A SHAREHOLDER. The Grantee will have no rights
                  as a shareholder until the Grantee becomes the holder of
                  record of such Award Shares, and no adjustment will be made
                  for dividends or distributions with respect to the Award
                  Shares as to which there is a record date proceeding the date
                  the Grantee becomes the holder of record of the Award Shares,
                  except as may otherwise be provided in the Plan or determined
                  by the Committee in its sole discretion.

5.       WITHHOLDING TAXES

         The Company is entitled to (a) withhold and deduct from future wages of
         the Grantee (or from other amounts that may be due and owing to the
         Grantee from the Company), or cause to be paid to the Company out of
         Dividend Proceeds, or make other arrangements for the collection of,
         all legally required amounts necessary to satisfy any federal, state or
         local withholding and employment-related tax requirements attributable
         to the receipt of the Award, the receipt of dividends or distributions
         on Award Shares, or the lapse or termination of the Restrictions
         applicable to Award Shares, or (b) require the Grantee promptly to
         remit the amount of such withholding to the Company. In the event that
         the Company is unable to withhold such amounts, for whatever reason,
         the Grantee agrees to pay to the Company an amount equal to the amount
         the Company would otherwise be required to withhold under federal,
         state or local law.

6.       ADJUSTMENTS

         In the event of any reorganization, merger, consolidation,
         recapitalization, liquidation, reclassification, stock dividend, stock
         split, combination of shares, rights offering or divestiture (including
         a spin-off) or any other change in the corporate structure or shares of
         the Company, the Committee (or, if the Company is not the surviving
         corporation in any such transaction, the board of directors of the
         surviving corporation), in order to prevent dilution or enlargement of
         the rights of the Grantee, will make appropriate adjustment (which
         determination will be conclusive) as to the number and kind of
         securities subject to this Award.

7.       SUBJECT TO PLAN

         The Award and the Award Shares granted pursuant to this Agreement have
         been granted under, and are subject to the terms of, the Plan. Terms of
         the Plan are incorporated by reference in this Agreement in their
         entirety, and the Grantee, by execution hereof, acknowledges having
         received a copy of the Plan. The provisions of this Agreement will be
         interpreted as to be consistent with the Plan, and any ambiguities in
         this Agreement will be interpreted by reference to the Plan. In the
         event that any provision of this Agreement in

<PAGE>

         inconsistent with the terms of the Plan, as amended or modified from
         time to time, the terms of the Plan will prevail.

8.       MISCELLANEOUS

                  8.1 BINDING EFFECT. This Agreement will be binding upon the
                  heirs, executors, administrators and successors of the parties
                  to this Agreement.

                  8.2 GOVERNING LAW. This Agreement and all rights and
                  obligations under this Agreement will be construed in
                  accordance with the Plan and governed by the laws of the State
                  of Delaware, without regard to conflicts of laws provisions.
                  Any legal proceeding related to this Agreement will be brought
                  in an appropriate Delaware court, and the parties to this
                  Agreement consent to the exclusive jurisdiction of the court
                  for this purpose.

                  8.3 ENTIRE AGREEMENT. This Agreement and the Plan set forth
                  the entire agreement and understanding of the parties to this
                  Agreement with respect to the grant and vesting of this Award
                  and the administration of the Plan and supersede all prior
                  agreements, arrangements, plans and understandings relating to
                  the grant and vesting of this Award and the administration of
                  the Plan.

                  8.4 AMENDMENT AND WAIVER. Other than as provided in the Plan,
                  this Agreement may be amended, waived, modified or canceled
                  only by a written instrument executed by the parties to this
                  Agreement or, in the case of a waiver, by the party waiving
                  compliance.

The parties hereto have executed this Agreement effective the day and year first
above written.

                                             TRICORD SYSTEMS, INC.


                                             By /s/ John J. Mitcham
                                               -------------------------------

                                             Its Chairman/CEO
                                                ------------------------------
 
By execution of this Agreement,              GRANTEE
The Grantee acknowledges having
Received a copy of the Plan                     /s/ Alexander H. Frey
                                                ------------------------------
                                                        (Signature)
                                                Alexander H. Frey
                                                ------------------------------
                                                     (Name and Address)

                                                ------------------------------

                                                ------------------------------