HIGH SPEED ACCESS CORP
RESTRICTED STOCK AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>d89768ex10-4.txt
<DESCRIPTION>RESTRICTED STOCK AGREEMENT
<TEXT>
<PAGE>   1
                                                                    EXHIBIT 10.4

                           RESTRICTED STOCK AGREEMENT


         THIS RESTRICTED STOCK AGREEMENT ("Agreement") is made as of the 14th
day of February, 2001, by and between HIGH SPEED ACCESS CORP., a Delaware
corporation (the "COMPANY"), and CHARLES E. RICHARDSON III ("Grantee"). In
consideration of the agreements set forth below, the Company and Grantee agree
as follows:

1. Grant. A restricted stock award of 20,000 shares (the "Award Shares") of High
Speed Access Corp. common stock, $.01 par value per share ("Common Stock"), is
hereby granted by the Company to Grantee subject to the terms and conditions set
forth herein. This grant shall be effective upon the ratification of this
Agreement by a majority of the shareholders of the Company.

2. Transfer Restrictions. Until lapse of the restrictions set forth in Section 3
of this Agreement, the Award Shares shall not be sold, exchanged, assigned,
pledged, bequeathed, devised, or otherwise transferred, directly or indirectly,
voluntarily or involuntarily, by Grantee, or any person or entity claiming
through or on behalf of Grantee, and no Award Shares may be subject in any
manner to attachment, lien, execution, transfer by bankruptcy, judicial order or
by operation of law, garnishment or other alienation or encumbrance of any kind,
either direct or indirect, voluntarily or involuntarily, before lapse of said
restrictions.

3. Release of Restrictions. The restrictions set forth in Section 2 shall lapse
as to one hundred percent (100%) of the Award Shares on February 7, 2004 (the
"Lapse Date") if Grantee is employed by the Company on such date.
Notwithstanding the foregoing, all restrictions set forth in Section 2 shall
lapse if Grantee's employment with the Company terminates as a result of
Involuntary Termination or Constructive Termination during the twelve (12) month
period following a Change in Control occurring on or before the Lapse Date. For
purposes of this Agreement, "Involuntary Termination", "Constructive
Termination" and "Change in Control" shall have the meanings ascribed to such
terms in the Employment Agreement between the Company and Grantee dated of even
date herewith (the "Employment Agreement").

4. Forfeitures. Subject to Section 3 of this Agreement, upon Grantee's
termination of employment with the Company, Award Shares still subject to
restrictions as set forth in Sections 2 and 3 shall be forfeited to the Company
as of the employment termination date and shall be transferred to the Company
without further action by Grantee.

5. Share Certificates. Certificates for the Award Shares shall be registered in
Grantee's name and shall be held in custody by the Company until all
restrictions lapse or such Award Shares are forfeited as provided herein.
Certificates representing the Award Shares as to which restrictions have lapsed
shall be delivered to Grantee upon such lapse. As a condition precedent to the
delivery of share certificates to Grantee, Grantee shall agree for himself, his
heirs, legatees and legal representatives with respect to all Award Shares
acquired (including shares of Common Stock issued pursuant to a stock dividend
or stock split thereon or any securities issued

<PAGE>   2
in lieu thereof or in substitution or exchange therefor) that Grantee and
Grantee's heirs, legatees and legal representatives will not sell or otherwise
dispose of such shares except pursuant to an effective registration statement
under the Securities Act of 1933, as amended or except in a transaction which,
in the opinion of counsel for the Company, is exempt from registration under
such Act. Grantee hereby represents that any Award Shares shall be acquired for
investment and not for resale or distribution.

6.  Adjustment of Shares. In the event of any change in the number, class or
character of outstanding Common Stock by reason of a stock dividend, stock
split, reclassification, reorganization, consolidation, or a combination or
exchange of shares, the payment of a share dividend, or other similar
transaction, the Award Shares shall be treated in the same manner in any such
transaction as other Common Stock. Any Common Stock or other securities received
by Grantee with respect to the Award Shares in any such transaction shall be
subject to the restrictions and conditions set forth herein.

7.  Rights as Stockholder. Grantee shall be entitled to all of the rights of a
stockholder with respect to the Award Shares including the right to vote such
shares and to receive cash dividends payable with respect to such Shares on and
after the date of this Agreement. Notwithstanding the foregoing, stock dividends
shall be subject to the same restrictions as the Award Shares to which they
relate and shall be held in custody by the Company until lapse of the
restrictions as provided by Section 3 of this Agreement.

8.  Compliance With Laws and Regulations. Notwithstanding anything contained
herein to the contrary, the Company's obligation to issue or deliver
certificates evidencing the Award Shares shall be subject to all applicable
laws, rules and regulations and to such approvals by any governmental agencies
or national securities exchanges as may be required or deemed appropriate by the
Company or its legal counsel.

9.  Withholding Taxes. The Company shall have the right to require Grantee to
remit to the Company, or to withhold from other amounts payable to Grantee, as
compensation or otherwise, an amount sufficient to satisfy all federal, state
and local withholding tax requirements.

10. Notices. All notices and other communications shall be in writing and shall
be given by hand delivery, or by certified or registered mail, return receipt
requested, postage prepaid, or by reputable overnight courier, as follows, or to
such other person or address as shall be hereafter designated by notice given in
accordance with this Section:

      If to the Company:                 High Speed Access Corp.
                                         Attn:  Chief Executive Officer
                                         10901 West Toller Drive
                                         Littleton, Colorado 80127

      If to Employee:                    Charles E. Richardson III
                                         10901 W. Toller Drive
                                         Littleton, CO  80127


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Any notice or other communication shall be deemed to have been duly given or
made if made by hand, when delivered against receipt therefor or when attempted
delivery shall be rejected, as the case may be, if made by letter, upon deposit
thereof in the mail, postage prepaid, registered or certified, with return
receipt requested, and if made by reputable overnight courier when sent.
Notwithstanding the foregoing, any notice or other communication which is
actually received by a party hereto shall be deemed to have been duly given or
made to such party.

11. Entire Agreement. This Agreement and the Employment Agreement contain the
entire agreement between the parties hereto with respect to the subject matter
hereof and may not be amended, modified or supplemented except in a writing
signed by the Company and Grantee.

12. Severability. The invalidity or unenforceability of any provision of the
Agreement shall not affect the validity and enforceability of the remaining
provisions of the Agreement, and such invalid or unenforceable provision shall
be stricken to the extent necessary to preserve the validity and enforceability
of the Agreement.

13. Governing Law. This Agreement shall be governed by the laws of the State of
Colorado.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                HIGH SPEED ACCESS CORP.


                                By:
                                   --------------------------------------------

                                Title:
                                      ------------------------------------------



                                ------------------------------------------------
                                CHARLES E. RICHARDSON III



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