CYPRESS COMMUNICATIONS INC
EXHIBIT 10.20
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>4
<FILENAME>a2043111zex-10_20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>

<PAGE>

                                                                 Exhibit 10.20

                        RESTRICTED STOCK AWARD AGREEMENT

                     UNDER THE CYPRESS COMMUNICATIONS, INC.
                      2000 STOCK OPTION AND INCENTIVE PLAN

      THIS RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is entered into
as of May 31, 2000 (the "GRANT DATE"), by and between Cypress Communications,
Inc., a Delaware corporation (the "CORPORATION"), and W. Frank Blount (the
"EMPLOYEE") with reference to the following facts:

      A.    The Employee has entered into an employment agreement with the
            Corporation dated as of May 31, 2000 (the "EMPLOYMENT AGREEMENT")
            that provides for a restricted stock award of 500,000 shares of the
            Corporation's Common Stock (the "COMMON STOCK") upon the terms and
            conditions set forth herein (the "GRANT");

      B.    The Grant has been approved by the Compensation Committee of the
            Board of Directors (the "COMMITTEE") under the terms of the Cypress
            Communications, Inc. 2000 Stock Option and Incentive Plan (the
            "PLAN");

            NOW, THEREFORE, the parties agree as follows:

1.    GRANT. The Corporation hereby grants to Employee a restricted stock award
      of 500,000 shares of the Corporation's Common Stock (the "SHARES") under
      Section 6 of the Plan, subject to the terms and conditions set forth
      herein.

2.    RESTRICTIONS ON TRANSFER PRIOR TO VESTING. Prior to the time that the
      Shares become vested, Employee cannot sell, assign, transfer, pledge or
      otherwise dispose of, alienate or encumber the Shares, any interest
      therein, any amount payable in respect thereof or any Restricted Property
      (as defined below). The transfer restrictions in the preceding sentence
      will not apply to (i) transfers to the Corporation, or (ii) transfers by
      will or the laws of descent and distribution.

3.    DIVIDENDS; VOTING RIGHTS. After the Grant Date, the Employee will have
      voting rights and cash dividend rights with respect to the Shares. Any
      securities or other property receivable in respect of the Shares as a
      result of any dividend or other distribution (other than cash dividends),
      conversion or exchange of or with respect to the Shares ("RESTRICTED
      PROPERTY") will be subject to the restrictions set forth in this Agreement
      to the same extent as the Shares to which such securities or other
      property relate and will be held and accumulated for the benefit of the
      Employee.

4.    CERTIFICATES. The Corporation will issue a certificate or certificates for
      the Shares, registered in the name of the Employee, which certificate(s)
      will upon redelivery thereof to the Corporation pursuant to Section 5 be
      held by the Corporation until such Shares become vested or the Shares are
      forfeited in accordance with Section 10. The certificate(s) representing
      Shares forfeited in accordance with Section 10 and any shares accumulated
      thereon and any other cash, rights or property (including Restricted
      Property) accumulated in respect thereof will, upon such forfeiture,
      revert to the Corporation. The certificate(s) representing Shares will
      bear the following legend and/or any other appropriate or required legends
      under applicable laws:

            "THIS CERTIFICATE AND THE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE
            TERMS AND CONDITIONS OF THE COMPANY'S 2000 STOCK OPTION AND
            INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, TO
            SUBSTANTIAL RESTRICTIONS ON TRANSFER AND TO RETURN TO THE ISSUER IN
            CERTAIN CIRCUMSTANCES, ALL AS SET FORTH IN THE PLAN AND SUCH
            AGREEMENT. A COPY OF THE PLAN AND SUCH AGREEMENT ARE ON FILE IN THE
            OFFICES OF THE CORPORATE SECRETARY OF THE ISSUER."
<PAGE>

5.    CERTIFICATES TO BE HELD BY THE CORPORATION; POWER OF ATTORNEY. Upon
      delivery to the Employee of the certificate(s) representing the Shares,
      the Employee will redeliver such certificate(s) to the Corporation,
      together with a stock power or stock powers, in blank, with respect to
      such certificate(s), to be held by the Corporation pursuant to the terms
      hereof. The Employee, by execution of this Agreement, will be deemed to
      appoint the Corporation and each of its authorized representatives as the
      Employee's attorney(s)-in-fact to effect any transfer of unvested or
      forfeited Shares or related cash, property or rights (including Restricted
      Property) to the Corporation as may be required pursuant to this Agreement
      and to execute such documents as the Corporation or such representatives
      deem necessary or advisable in connection with any such transfer.

6.    DELIVERY OF CERTIFICATES. Promptly after the vesting of the Shares in
      accordance with the terms hereof, a certificate or certificates evidencing
      the number of Shares which have vested will be delivered to the Employee
      (or, in the event of his death, his beneficiary or personal
      representative). The Employee or such other person will deliver to the
      Corporation any representations or other documents or assurances required
      pursuant to Section 11.

7.    RETURN OF SHARES. Upon the occurrence of any forfeiture of Shares by the
      Employee in accordance with this Agreement, such forfeited Shares will be
      automatically transferred to the Corporation, without any other action by
      the Employee, or the Employee's beneficiary or personal representative, as
      the case may be. The Corporation may exercise its powers under Section 5
      and take any other action necessary or advisable to evidence such
      transfer. The Employee, or the Employee's beneficiary or personal
      representative, as the case may be, will deliver any additional documents
      of transfer that the Corporation requests to confirm the transfer of such
      forfeited Shares to the Corporation.

8.    DELIVERY OF SHARES. Vested Shares and any other amounts deliverable
      pursuant to this Agreement will be delivered and paid only to the Employee
      or the Employee's beneficiary or personal representative, as the case may
      be.

9.    VESTING; LAPSE OF RESTRICTIONS. The Employee will become vested in the
      Shares and any Restricted Property with respect thereto if Employee
      remains employed by the Corporation until May 30, 2005 (the "VESTING
      DATE").

      Notwithstanding the foregoing, the Shares will become fully vested prior
      to the Vesting Date if there is a Change of Control, as defined in the
      Plan, while Employee is employed by the Corporation or if Employee's
      employment with the Corporation is terminated because of his death of
      Disability, as defined in the Employment Agreement.

      If the Corporation terminates Employee's employment without Cause, as
      defined in the Employment Agreement, the Shares will become vested in the
      same proportion that the number of whole months of Employee's employment
      with the Corporation (not in excess of sixty) bears to sixty.

      Employee must be continuously employed by the Corporation through each
      applicable vesting event as a condition to the vesting of the Shares or
      portion thereof under this Agreement.

      Nothing contained in this Agreement constitutes an employment commitment
      by the Corporation, affects the terms of Employee's status as an employee
      as set forth in the Employment Agreement, confers upon the Employee any
      right to remain employed by the Corporation or any affiliate, or
      interferes in any way with the right of the Corporation at any time to
      terminate such employment.

10.   TERMINATION OF EMPLOYMENT. The Employee will forfeit to the Corporation
      any of the Shares that are not vested as of the date that Employee's
      employment by the Corporation terminates or is terminated.

11.   COMPLIANCE; APPLICATION OF SECURITIES LAWS. This Agreement and the offer,
      issuance and delivery of the Shares or other securities and/or the payment
      of money under

<PAGE>

      this Agreement are subject to compliance with all applicable federal and
      state laws, rules and regulations (including but not limited to state and
      federal securities laws and federal margin requirements) and to such
      approvals by any listing, regulatory or governmental authority as may, in
      the opinion of counsel for the Corporation, be necessary or advisable in
      connection therewith. Any securities delivered under this Agreement will
      be subject to such restrictions, and the person acquiring such securities
      will, if requested by the Corporation, provide such assurances and
      representations to the Corporation as the Corporation may deem necessary
      or desirable to assure compliance with all applicable legal requirements.

12.   SHARE CERTIFICATE LEGEND. The Employee represents that he understands and
      acknowledges that any certificate evidencing the Shares (or evidencing any
      other securities issued with respect thereto pursuant to any stock split,
      stock dividend, merger or other form of reorganization or
      recapitalization) when issued will bear, in addition to any other legends
      which may be required by applicable securities laws, the legend set forth
      in Section 4.

13.   NOTICES. Any notice to be given under the terms of this Agreement will be
      in writing and addressed to the Corporation at its principal executive
      office, to the attention of the General Counsel, and to the Employee at
      the address given beneath the Employee's signature hereto, or at such
      other address as either party may thereafter designate in writing to the
      other. Any such notices will be given only when received, but if the
      Employee is no longer an officer or employee of the Corporation, such
      notice will be deemed to have been duly given when enclosed in a properly
      sealed envelope addressed as aforesaid, registered or certified, and
      deposited (postage and registry or certification fee prepaid) in a post
      office or branch post office regularly maintained by the United States
      Government.

14.   TAX WITHHOLDING. Not later than the date of any taxable event arising
      under this Agreement, Employee will pay to the Corporation or make
      arrangements satisfactory to the Administrator of the Plan for payment of
      any federal, state and local taxes required by law to be withheld on
      account of such taxable event. Employee acknowledges and agrees that the
      Corporation has the right to deduct from payments of any kind otherwise
      due to Employee, or from any Shares to be delivered under this Agreement,
      any federal, state or local taxes of any kind required by law to be
      withheld with respect to any taxable event arising under this Agreement.

15.   COUNTERPARTS. This Agreement may be executed simultaneously in any number
      of counterparts, each of which will be deemed an original but all of which
      together will constitute one and the same instrument.

16.   SECTION HEADINGS. The section headings of this Agreement are for
      convenience of reference only and will not be deemed to alter or affect
      any provision hereof.

17.   PLAN. All rights of the Employee under this Agreement are subject to, and
      the Employee agrees to be bound by, all of the terms and conditions of the
      Plan, incorporated herein by this reference, including without limitation
      the provisions of the Plan relating to changes in the Common Stock upon
      the occurrence of certain events. The Employee acknowledges receipt of a
      copy of the Plan and agrees to be bound by the terms thereof. The Employee
      acknowledges reading and understanding the Plan. UNLESS OTHERWISE
      EXPRESSLY PROVIDED IN OTHER SECTIONS OF THIS AGREEMENT, PROVISIONS OF THE
      PLAN THAT CONFER DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS OR THE
      COMMITTEE DO NOT AND WILL NOT BE DEEMED TO CREATE ANY RIGHTS IN THE
      EMPLOYEE UNLESS SUCH RIGHTS ARE EXPRESSLY SET FORTH HEREIN OR ARE
      OTHERWISE IN THE SOLE DISCRETION OF THE BOARD OF DIRECTORS OR THE
      COMMITTEE SO CONFERRED BY APPROPRIATE ACTION OF THE BOARD OF DIRECTORS OR
      THE COMMITTEE UNDER THE PLAN AFTER THE DATE HEREOF.

<PAGE>

      IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Grant Date.

                                    CYPRESS COMMUNICATIONS, INC.
                                    a Delaware corporation


                                    By: /s/ R. Stanley Allen
                                        --------------------------------------

                                    Its:
                                        --------------------------------------

                                    EMPLOYEE


                                    Signature: /s/ W. Frank Blount
                                               -------------------------------

                                    Print Name:
                                               -------------------------------


                                    --------------------------------------------
                                    Address

                                    --------------------------------------------
                                    City, State, Zip Code

<PAGE>

                                 SPOUSAL CONSENT

            In consideration of the execution of the foregoing Restricted Stock
Award Agreement by Cypress Communications, Inc., I, ___________________________,
the spouse of the Employee therein named, do hereby agree to be bound by all of
the terms and provisions of such Agreement and the Cypress Communications, Inc.
2000 Stock Option and Incentive Plan.


Date:                                     /s/ Mary Ellen Blount
     ----------------------------         -------------------------------------
                                          SIGNATURE OF SPOUSE


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</DOCUMENT>
