<PAGE>


                        RESTRICTED STOCK AWARD AGREEMENT

     THIS AGREEMENT is entered into and effective as of this 7th day of
December, 1998 (the "Date of Grant"), by and between Tricord Systems, Inc. (the
"Company") and Dr. Jon W. Flower (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 57,143 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 of two
          (2) years (the "Restriction Period") following the Date of Grant;
          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 7, 1999                   28,572
                           December 7, 2000                   28,571
</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

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     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/ Jon W. Flower
                                                ------------------------------
                                                        (Signature)
                                                Jon W. Flower
                                                ------------------------------
                                                     (Name and Address)

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

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