1997 Restricted Stock Plan

EXHIBIT 99
COMPUTER NETWORK TECHNOLOGY CORPORATION
1997 RESTRICTED STOCK PLAN


1. PURPOSE. The purpose of this 1997 Restricted Stock Plan (the "Plan") is to promote the interests of Computer Network Technology Corporation, a Minnesota corporation (the "Company"), and its shareholders by providing personnel (other than officers or directors) of the Company and any parent or subsidiary thereof with an opportunity to acquire a proprietary interest in the Company and thereby develop a stronger incentive to put forth maximum effort for the continued success and growth of the Company. In addition, the Company's ability to provide the opportunity to acquire a proprietary interest in the Company will aid in attracting and retaining personnel of outstanding ability.


2. ADMINISTRATION.


(a) GENERAL. This Plan shall be administered by a committee of two or
more directors of the Company (the "Committee") appointed by the Company's
Board of Directors (the "Board"). If the Board has not appointed a
committee to administer this Plan, then the Board shall constitute the
Committee. The Committee shall have the power, subject to the limitations
contained in this Plan, to fix any terms and conditions for the grant or
exercise of any award under this Plan. No director shall serve as a member
of the Committee unless such director is a "non-employee director" as that
term is defined in Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or any successor statute or
regulation comprehending the same subject matter. A majority of the members
of the Committee shall constitute a quorum for any meeting of the
Committee, and the acts of a majority of the members present at any meeting
at which a quorum is present or the acts unanimously approved in writing by
all members of the Committee shall be the acts of the Committee. Subject to
the provisions of this Plan, the Committee may from time to time adopt such
rules for the administration of this Plan as it deems appropriate. The
decision of the Committee on any matter affecting this Plan or the rights
and obligations arising under this Plan or any award granted hereunder,
shall be final, conclusive and binding upon all persons, including without
limitation the Company, shareholders and participants in this Plan.


(b) INDEMNIFICATION. To the full extent permitted by law, (i) no
member of the Committee or person to whom authority under this Plan is
delegated shall be liable for any action or determination taken or made in
good faith with respect to this Plan or any award granted hereunder and
(ii) the members of the Committee and each person to whom authority under
this Plan is delegated shall be entitled to indemnification by the Company
against and from any loss incurred by such member or person by reason of
any such actions and determinations.


(c) DELEGATION OF AUTHORITY. The Committee may delegate all or any
part of its authority under this Plan to the Chief Executive Officer of the
Company for purposes of granting and administering awards granted to
persons other than persons who are then subject to the reporting
requirements of Section 16 of the Exchange Act ("Section 16 Individuals").
The Chief Executive Officer of the Company may, in turn, delegate such
authority to such other officer of the Company as the Chief Executive
Officer may determine.


3. SHARES. The shares that may be made subject to awards granted under this Plan shall be authorized and unissued shares of Common Stock of the Company, par value $.01 per share ("Shares," and each individually a "Share"), and they shall not exceed 100,000 Shares in the aggregate, subject to adjustment as provided in paragraph 10, below. If any Shares subject to awards granted under this Plan are cancelled or returned to the Company because any conditions, limitations or restrictions imposed on such awards are not complied with or satisfied, such Shares may not be made subject to subsequent awards granted under this Plan. ...