<PAGE>
 
                                 SCHEDULE 14A 

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
Filed by the Registrant [X]

Filed by a Party other than the Registrant [_] 

Check the appropriate box:

[_]  Preliminary Proxy Statement         

[_]  CONFIDENTIAL, FOR USE OF THE
     COMMISSION ONLY (AS PERMITTED BY
     RULE 14A-6(E)(2))

[X]  Definitive Proxy Statement 

[_]  Definitive Additional Materials 

[_]  Soliciting Material Pursuant to Exchange Act Rule 14a-11(c) or 14a-12

                           Cybex International, Inc.
--------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

   
Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   
     (1) Title of each class of securities to which the transaction applies:

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     (2) Aggregate number of securities to which the transaction applies:

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     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
         the filing fee is calculated and state how it was determined):

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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[_]  Fee paid previously with preliminary materials.
     
[_]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
     
     (1) Amount Previously Paid:
 
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     (4) Date Filed:

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Notes:
<PAGE>
 
                           CYBEX INTERNATIONAL, INC.
 
                               ----------------
 
                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON MAY 18, 1999
 
                               ----------------
 
  The Annual Meeting of Shareholders of Cybex International, Inc., a New York
corporation (the "Corporation"), will be held at the Corporation's executive
offices located at 10 Trotter Drive, Medway, Massachusetts 02053 on Tuesday,
May 18, 1999 at 2:00 P.M., local time, for the following purposes:
 
    1. To elect two directors.
 
    2. To approve an amendment to the Corporation's 1995 Stock Retainer Plan
  for Non-Employee Directors to reserve an additional 75,000 shares of common
  stock for issuance thereunder.
 
    3. To transact such other business as may properly come before the
  meeting or any adjournments thereof.
 
  The Board of Directors has fixed the close of business on March 31, 1999 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting.
 
  TO MAKE CERTAIN THAT YOUR SHARES WILL BE VOTED AT THE MEETING, WHETHER OR
NOT YOU PLAN TO ATTEND, PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED
PROXY WHICH IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS.
 
                                          By Order of the Board of Directors
 
                                          Joan Carter
                                          Secretary
 
Medway, Massachusetts
April 16, 1999
<PAGE>
 
                           CYBEX INTERNATIONAL, INC.
 
                               ----------------
 
                                PROXY STATEMENT
                                      FOR
                        ANNUAL MEETING OF SHAREHOLDERS
                          To be held on May 18, 1999
 
                               ----------------
 
  This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cybex International, Inc. (the
"Corporation" or the "Company") to be voted at the Annual Meeting of
Shareholders of the Corporation to be held on Tuesday, May 18, 1999 and at any
adjournments of the meeting (the "Annual Meeting"). Shareholders of record at
the close of business on March 31, 1999 will be entitled to notice of, and to
vote at, such meeting.
 
  The mailing address of the Corporation's principal executive offices is 10
Trotter Drive, Medway, Massachusetts 02053. The approximate date on which this
Proxy Statement and the form of proxy were first sent or given to the
shareholders of the Corporation was April 16, 1999.
 
  The Annual Report of the Corporation for the year ended December 31, 1998,
including audited financial statements, accompanies this Proxy Statement.
 
  Merger. On May 23, 1997, the shareholders of the Corporation approved the
merger of Trotter Inc. ("Trotter") with a wholly-owned subsidiary of the
Corporation (the "Merger"). As a result of the Merger, (1) Trotter became a
wholly-owned subsidiary of the Corporation, (2) 4,273,056 shares of the
Corporation's common stock were issued to UM Holdings, Ltd. ("UM") in exchange
for all of the issued and outstanding Trotter shares, and (3) options to
purchase Trotter shares held by various officers, directors and employees of
Trotter were converted to options to purchase 436,920 shares of the
Corporation's common stock.
 
                                 VOTING RIGHTS
 
  As of the close of business on the record date, the Corporation had
outstanding 8,676,678 common shares, par value $.10 per share ("Common
Shares"). At all meetings of shareholders, holders of Common Shares are
entitled to one vote, exercisable in person or by proxy, for each Common Share
held.
 
  Shareholders who execute proxies may revoke them at any time before they are
voted by notice to the Corporation in writing or at the meeting or by
delivering, at or prior to the meeting, a properly executed later-dated proxy.
Shares represented by an effective proxy given by a shareholder will be voted
as directed, unless authority to vote is withheld. If a signed proxy is
received but no specification is made thereon, the shares represented thereby
will be voted in accordance with the recommendations of the Board of
Directors.
 
  A majority of the outstanding shares entitled to vote must be represented in
person or by proxy at the meeting in order to conduct the election of
directors and any other matters which may come before the meeting. If such a
majority is represented at the meeting, then the two nominees for director who
receive the highest number of votes cast will be elected. The affirmative vote
of at least a majority of the votes cast is required for the approval of the
amendment to the Stock Retainer Plan and any other matter coming before the
meeting. For purposes of determining the number of votes cast with respect to
a particular matter, only those cast "For" or "Against" are included.
Abstentions and broker non-votes are counted only for purposes of determining
whether a quorum is present at the meeting.
 
                                       1
<PAGE>
 
                             ELECTION OF DIRECTORS
 
                               (Proposal No. 1)
 
  The Board of Directors currently consists of nine directors divided into
three classes. Two persons are to be elected to the Board of Directors at the
Annual Meeting to serve until the 2002 Annual Meeting. Management's nominees
for election as directors are Joan Carter and Alan H. Weingarten. Thomas W.
Kahle, a director whose term expires at the Annual Meeting, has informed the
Company that he does not wish to seek reelection at the meeting, and the Board
of Directors immediately upon the Annual Meeting will be reduced in size to
eight. The Corporation's remaining six directors will continue in office for
the terms specified below. The persons named in the enclosed Proxy intend to
vote for the election of the two nominees named above, unless instructions to
the contrary are given therein. Proxies may not be voted for a greater number
of persons than the number of nominees named below.
 
  The nominees have indicated that they are able and willing to serve as
directors. However, if some unexpected occurrence should require the
substitution of some other person or persons for any one or more of the
nominees, the person or persons voting the proxies will vote for such nominees
as the Board of Directors of the Corporation may select.
 
  Nominees for directors who receive a plurality of the votes cast by the
holders of the outstanding Common Shares entitled to vote at the Annual
Meeting will be elected. Abstentions, broker non-votes, and withheld votes are
not counted in determining the number of votes cast for any nominee for
director. The Board of Directors recommends a vote FOR each nominee.
 
  The following table lists the name, age, principal occupation and certain
business experience of each of the two nominees and the six continuing
directors of the Corporation whose terms of office will continue after the
Annual Meeting, the year in which each director's term of office will expire
(assuming, in the case of each of the nominees, such nominees are elected at
the Annual Meeting) and the year in which each director was first elected as a
director of the Corporation.
 
  With the exception of Mr. Aglialoro and Ms. Carter, who are married, there
are no family relationships between the directors and executive officers of
the Company.
 
<TABLE>
<CAPTION>
                          Age at                                                          Year First
                         March 1,          Principal Occupation and            Year Term    Became
Name                       1999           Certain Business Experience         Will Expire  Director
----                     -------- ------------------------------------------- ----------- ----------
<S>                      <C>      <C>                                         <C>         <C>
Nominee for Director
Joan Carter.............    55    President and Chief Operating Officer of UM    2002        1997
                                  Holdings Ltd. ("UM"), which she co-founded
                                  in 1973. UM was the sole stockholder of
                                  Trotter prior to the Merger, and is
                                  presently a significant shareholder of the
                                  Corporation. She served as a Director of
                                  Trotter since 1983. Director, Premier
                                  Research Worldwide, Ltd., a clinical
                                  research organization, and Chairman of the
                                  Board, Federal Reserve Bank of
                                  Philadelphia.
Alan H. Weingarten......    58    Alan H. Weingarten & Associates, Inc.,         2002        1987
                                  consultants in general management,
                                  marketing and product planning, since 1986.
Continuing Directors
John Aglialoro..........    55    Chairman and Chief Executive Officer of UM,    2000        1997
                                  which he co-founded in 1973. He served on
                                  Trotter's Board of Directors since 1983.
                                  Director, Premier Research Worldwide, Ltd.
James H. Carll..........    50    Partner since 1983 of Archer & Greiner, A      2001        1997
                                  Professional Corporation, a law firm which
                                  acts as general counsel for the
                                  Corporation. Director, Southern Jersey
                                  Bancorp, a bank holding company.
</TABLE>
 
 
                                       2
<PAGE>
 
<TABLE>
<CAPTION>
                          Age at                                                          Year First
                         March 1,          Principal Occupation and            Year Term    Became
Name                       1998           Certain Business Experience         Will Expire  Director
----                     -------- ------------------------------------------- ----------- ----------
<S>                      <C>      <C>                                         <C>         <C>
Kay Knight Clarke.......    60    President, Templeton, Ltd., a management       2000        1996
                                  consulting company, since 1995. President,
                                  Micro Marketing Division of Advo, Inc., a
                                  direct marketing company, from 1991 to
                                  1995. Senior Vice President of Business
                                  Development, Advo, Inc., from 1990 to 1991.
                                  Director, Guardian Life Insurance
                                  Corporation of America (a mutual insurance
                                  company) and the Providence Journal Co.
Peter C. Haines.........    48    President and Chief Executive Officer of       2001        1998
                                  the Corporation since May, 1997. Prior to
                                  the Merger Mr. Haines was employed by
                                  Trotter since 1980, serving as its
                                  President since 1983.
Arthur W. Hicks, Jr.....    40    Vice-President and Chief Financial Officer     2001        1997
                                  of UM since 1988. Mr. Hicks was elected to
                                  Trotter's Board of Directors in 1994.
                                  Director, Premier Research Worldwide, Ltd.
Jerry Lee...............    62    Retired. Partner of Ernst & Young, LLP from    2000        1997
                                  1969 to 1995, including managing partner of
                                  the Philadelphia office from 1979 to 1989.
                                  Director, Premier Research Worldwide, Ltd.
</TABLE>
 
Meetings and Committees of the Board of Directors
 
  The Board of Directors of the Corporation held six meetings during 1998. All
directors attended more than 75% of the meetings of the Board and their
respective Board Committees.
 
  The Board of Directors has standing Executive, Audit, Compensation and
Personnel, and Stock Option Committees.
 
  The Executive Committee consists of Joan Carter, James Carll and John
Aglialoro (Chair). The Executive Committee has, with certain exceptions, all
of the authority of the Board of Directors. In addition, the Executive
Committee makes recommendations to the Board with respect to management
nominees to the Board and reviews and makes recommendations with respect to
such shareholder nominees to the Board as may be submitted to the Corporation.
The Executive Committee will consider the names and qualifications of
candidates for the Board of Directors submitted by shareholders in accordance
with the procedures described in "Shareholder Proposals and Director
Nominations for 2000 Annual Meeting".
 
  The Executive Committee also evaluates the performance of the Corporation's
Chief Executive Officer, recommends committee selections to the Board, and
evaluates and makes recommendations regarding the administration of the Board
of Directors and Director compensation. The Executive Committee held one
meeting during 1998, and also acted by unanimous written consent.
 
  The Audit Committee consists of Alan H. Weingarten, Jerry Lee and Arthur W.
Hicks, Jr. (Chair). The functions of the Committee are to recommend to the
Board of Directors the engagement and discharge of the independent auditors
for the Corporation, analyze the report of such auditors, and make such
recommendations to the Board with respect thereto as such committee may deem
advisable. The Committee held seven meetings in 1998.
 
  The Compensation and Personnel Committee currently consists of Thomas W.
Kahle, Kay Knight Clarke, and Joan Carter (Chair). The function of the
Committee is to make recommendations to the Board of Directors concerning
executive compensation and benefits policies for the Corporation. The
Committee held six meetings during 1998.
 
  The Stock Option Committee consists of Kay Knight Clarke and Jerry Lee
(Chair). The Committee administers the Corporation's stock option plans,
awarding stock options to key employees and non-employee directors of the
Corporation and determining the terms and conditions on which the options are
granted. The Committee held two meetings during 1998.
 
                                       3
<PAGE>
 
Compensation of Directors
 
  The Company's compensation program for nonemployee directors during 1998
provided that each nonemployee director receive an annual retainer of $18,000,
seventy percent of which was paid in shares of Company Common Stock (using the
price per share on January 1 of such year) pursuant to the Company's 1995
Stock Retainer Plan for Nonemployee Directors (the "Retainer Plan"). In
addition, Committee chairmen receive an annual retainer of $2,400. Directors
also receive $1,000 per day for each Board meeting attended, $500 per
telephone meeting and $500 for each Committee meeting attended. During 1998
pursuant to the Retainer Plan, non-employee directors received, depending upon
the portion of the year served, between 96 shares and 1,034 shares of Company
Common Stock, representing the stock component of their annual retainer. In
addition, and separate from the Retainer Plan, John Aglialoro receives, for
serving as the Chairman of the Board, shares of Company Common Stock at the
rate of 5,000 shares per annum.
 
Certain Relationships and Related Transactions
 
  On May 23, 1997, Trotter Inc. ("Trotter") and a wholly-owned subsidiary of
the Corporation were merged (the "Merger"). As a result, Trotter, which prior
to the Merger was a wholly-owned subsidiary of UM Holdings Ltd. ("UM"), became
a wholly-owned subsidiary of the Corporation and UM was issued 4,273,056
shares of the Corporation's Common Shares in exchange for all of Trotter's
outstanding shares. John Aglialoro and Joan Carter are executive officers and
directors of UM and effectively own 100% of the stock of UM. Upon consummation
of the Merger, Mr. Aglialoro was elected the Chairman and Ms. Carter a
director of the Corporation; in accordance with the merger agreement, Messrs.
Carll, Hicks and Lee were also elected to the Board and Mr. Haines was
appointed the Corporation's Chief Executive Officer.
 
  Until the consummation of the Merger, Trotter was included in the
consolidated income tax filings of UM. Trotter, UM and other subsidiaries of
UM entered into a tax sharing agreement pursuant to which Trotter paid to UM
amounts equal to the income taxes which Trotter would otherwise have paid had
it filed separate income tax returns. The portion of the Company's 1997 net
operating loss attributable to Trotter represents a net operating carry
forward available to UM. UM has agreed to remit $585,000 to Cybex upon its
utilization of this net operating carry forward. Pursuant to the tax sharing
agreement, UM has agreed to indemnify Trotter from any liability pertaining to
an adjustment or proposed adjustment of the UM consolidated tax returns, to
the extent pertaining to UM or its subsidiaries other than Trotter and its
subsidiaries; likewise, Trotter has agreed to indemnify UM from any liability
relating to any adjustment or proposed adjustment to the consolidated tax
returns of UM to the extent pertaining to Trotter or any of its subsidiaries.
 
  James H. Carll, a director of the Company, is a stockholder of Archer &
Greiner, P.C., which acts as general counsel of the Corporation and UM.
 
                                       4
<PAGE>
 
                            EXECUTIVE COMPENSATION
 
Report of the Compensation and Personnel Committee on Executive Compensation
 
  The Compensation and Personnel Committee of the Board of Directors consists
entirely of non-management directors and its primary function is to make
recommendations to the Board of Directors concerning executive compensation
and benefit policies for the Company.
 
  The Committee believes that the most effective compensation program is one
that provides executives with competitive base salaries and incentives to
achieve both current and long-term strategic business goals of the Company.
Compensation should reward results, not effort, and be tied to shareholder
value.
 
  The Committee seeks to accomplish this result by having annual incentive
compensation tied to measurements based on earnings per share. Long-term
incentive compensation is based on stock option awards, where the ultimate
value depends upon the future performance of the Company's Common Stock over
the term of the option.
 
  The Company's executive compensation programs are designed to:
 
  1.Align the interests of executive officers with the long-term interests of
  shareholders.
 
  2. Motivate and challenge executive officers to achieve both annual and
     long-term strategic business goals.
 
  3.Support an environment that rewards executive officers based upon
  corporate and individual results.
 
  4.Attract and retain executive officers best qualified to promote the long-
  term success of the Company.
 
  The three basic components of executive officer compensation consist of (1)
base salary; (2) annual incentive compensation; and (3) long-term incentives
in the form of stock options. The executive officers also participate in
employee benefit plans available generally to the Company's employees.
 
  Base Salary: In determining executive compensation levels, the Committee
reviewed compensation levels at non-technical manufacturing companies of
comparable size to the Company located in the New England region. The base
salary of each executive officer is determined at levels considered
appropriate for comparable positions at these peer companies. The Committee's
policy is to target base salary at the peer average, ranging to the 75th
percentile to reflect special circumstances. In 1998, executive officer base
salaries were as a general matter at the peer average, and in any event not
above the 75th percentile.
 
  Annual Incentive Compensation: To reinforce the attainment of Company's
goals, the Committee believes that a significant portion of the annual
compensation of executive officers should be in the form of variable incentive
pay. The Committee instituted a performance-based bonus program for executive
officers for 1998, which was based upon earnings per share targets, pursuant
to which executive officers could have potentially earned 36% of base salary
in cash bonus awards. Based upon actual 1998 performance, no bonuses were
paid.
 
  Long-Term Incentive in Form of Stock Options. The Committee believes that
significant management ownership of the Company's stock effectively motivates
the building of shareholder wealth and aligns the interests of management with
those of the Company's shareholders. The Committee also recognizes the
dilutive effect that option grants can have on shareholder value. The
Committee seeks to balance the need to provide management motivation with the
shareholder cost of doing so. The goal is to use options as both a reward and
a motivator.
 
  Options are issued at a per share exercise price equal to market price on
the date of grant and generally become exercisable over four years in equal
annual increments, contingent upon the officer's continued employment with the
Company. Option grants are reviewed annually by the Stock Option Committee and
a total of 37,000 options were issued to employees including executive
officers during 1998. For further information
 
                                       5
<PAGE>
 
with respect to options to the Named Executive Officers, see the tables under
the headings "Option Grants in 1998" and "Aggregate Option Exercises in 1998
and Option Values at December 31, 1998," below.
 
  Chief Executive Officer Compensation. The compensation plan for Mr. Haines
contains the same elements and operates in the same manner as the compensation
plan described above for the other executive officers. Mr. Haines' base salary
is comparable to CEOs at the peer companies utilized by the Committee.
 
  Mr. Haines has been granted, and currently holds, options to acquire 459,153
shares, including options for 7,500 shares granted in 1998 and options for
238,000 shares granted in 1997. The 1998 options become exercisable
(contingent upon continued employment) in four equal annual installments. The
1997 options become exercisable (contingent upon continued employment) in five
annual installments, but only if certain performance standards, based upon the
market price of the Company's stock, are met. If such standards are not met,
this option will become exercisable in 2004. The Committee believes that the
options granted to Mr. Haines provide a significant incentive to Mr. Haines
and aligns his interest directly with the Company's shareholders. The options
also place a significant portion of Mr. Haines' total compensation at risk
since the options' value depends on the Company's common stock performance
over the option term.
 
  Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code disallows a tax deduction to publicly-held companies for
compensation paid to certain of their executive officers to the extent that
compensation exceeds $1,000,000 per covered officer in any fiscal year. The
limitation applies only to compensation, which is not considered to be
performance-based. Non-performance-based compensation paid to the Company's
executive officers for 1998 did not exceed the $1,000,000 limit per officer,
and the Committee does not anticipate that the non-performance-based
compensation to be paid the Company's executive officers in the foreseeable
future will exceed that limit.
 
                          Members of the Compensation
                           and Personnel Committee:
 
                              Joan Carter, Chair
                               Kay Knight Clarke
                                Thomas W. Kahle
 
                                       6
<PAGE>
 
Compensation Committee Interlocks and Insider Participation
 
  At the end of 1998, the Compensation and Personnel Committee consisted of
Thomas W. Kahle, Kay Knight Clarke, and Joan Carter (Chair).
 
  Joan Carter is a Director, President and principal stockholder of UM, which
is a major shareholder of the Corporation. See "Certain Relationships and
Related Transactions."
 
Performance Graph
 
  The following graph compares the five-year cumulative total return (change
in stock price plus reinvested dividends) on the Common Stock with the total
returns of the American Stock Exchange Market Value Index, a broad market
index covering stocks listed on the American Stock Exchange, and the companies
in the Sporting and Athletic Goods industry (SIC Code 3949), a group
encompassing approximately 23 companies (the "SIC Index").
                       [PERFORMANCE GRAPH APPEARS HERE]
 
                Comparison of 5 Year Cumulative Total Return of
              CYBEX International, Inc., Amex Market Value Index
                               and the SIC Index
 
<TABLE>
<CAPTION>
                                     1993  1994     1995   1996    1997    1998
                                     ---- -------  ------ ------- ------- ------
<S>                                  <C>  <C>    <C>     <C>     <C>     <C>
Cybex International, Inc............ $100 $127.50 $ 93.75 $ 98.13 $121.88 $ 42.50
SIC Index...........................  100  103.69   93.33   91.35   89.46   38.96
Amex Mkt. Value Index...............  100   88.33  113.86  120.15  144.57  142.61
</TABLE>
 
  Assumes $100 invested on December 31, 1993 and dividends are reinvested.
Source: Media General Financial Services.
 
                                       7
<PAGE>
 
Summary Compensation Table
 
  The following table sets forth information with respect to the compensation
for 1998, 1997, and 1996 of the persons (sometimes collectively referred to as
the "Named Executive Officers") who were, during 1998, the Chief Executive
Officer, and all other executive officers of the Corporation at the end of
1998 or who served as an executive officer at any time during 1998 whose
salary and bonus exceeded $100,000 for the year. Includes compensation
received by such individuals from Trotter prior to the Merger.
 
<TABLE>
<CAPTION>
                                    Annual
                               Compensation(1)  Long Term Compensation
                               ---------------- Securities Underlying     All Other
                          Year  Salary   Bonus    Options (#)(2)(3)    Compensation(4)
                          ---- -------- ------- ---------------------- ---------------
<S>                       <C>  <C>      <C>     <C>                    <C>
Name and Principal
 Position
Peter C. Haines.........  1998 $372,019 $   --           7,500             $9,132
 President and Chief
 Executive Officer        1997  338,700  72,250        238,000              5,457
                          1996  300,000     --             --               5,892
William S. Hurley.......  1998  179,914     --           7,500              8,484
 Vice President-Chief
 Financial Officer        1997  150,000  37,055          5,000              2,067
                          1996   42,017     --          42,730                640
Karen A. Slein..........  1998  129,558     --           5,500              5,807
 Vice President-Human
 Resources                1997   98,762  25,596          5,000              1,936
                          1996   83,602     --          10,683                577
Raymond Giannelli.......  1998  170,914     --             --               7,874
 Sr. Director-Research
 and Development          1997  134,423  34,934         21,000              3,182
                          1996  123,000     --          10,682              4,341
Gregory M. Davall.......  1998  165,998     --             --                 --
 Former Vice President--
 Manufacturing (5)        1997    2,885     --          15,000                --
                          1996      --      --             --                 --
</TABLE>
--------
(1) In accordance with the rules of the Commission, other compensation in the
    form of perquisites and other personal benefits has been omitted in those
    instances where the aggregate amount of such perquisites and other
    personal benefits constituted less than the lesser of $50,000 or 10% of
    the total of annual salary and bonuses for the officer for such year.
(2) The 1996 option grants to Mr. Hurley, Mr. Giannelli and Ms. Slein
    represent stock options granted by Trotter. This column excludes in all
    other cases the options issued in the Merger upon conversion of
    outstanding Trotter options. See footnote 3.
(3) Options to purchase Trotter shares held by certain of its officers,
    directors and employees were converted in the Merger to options to
    purchase an aggregate of 436,920 shares of the Corporation's Common
    Shares, including as follows: Peter C. Haines (213,653), William S. Hurley
    (42,730), Raymond Giannelli (21,365) and Karen A. Slein (10,683).
(4) Consists of the sum of (a) contributions made by Trotter under the 401(k)
    plan in which it participated or by the Corporation under its 401(k) Plan,
    which for 1998 aggregated $7,686 for Mr. Haines, $6,135 for Mr. Hurley,
    $5,134 for Ms. Slein and $6,455 for Mr. Giannelli; and (b) the taxable
    portion of group term life insurance over $50,000, which for 1998
    aggregated $1,446 for Mr. Haines, $2,349 for Mr. Hurley, $673 for Ms.
    Slein, and $1,419 for Mr. Giannelli.
(5) Mr. Davall's employment commenced December, 1997 and ended September,
    1998.
 
                                       8
<PAGE>
 
                             Option Grants in 1998
 
  The following table shows all grants of options to the Named Executive
Officers of the Corporation in 1998:
 
<TABLE>
<CAPTION>
                                                                             Potential Realizable Value at
                                                                             Assumed Annual Rates of Stock
                                       Individual Grants (1)                Appreciation for Option Term (2)
                         ------------------------------------------------- ------------------------------------
                                         % of Total
                            Options    Options Granted Exercise
                            Granted     to Employees    Price   Expiration
Name                     (# of shares)     in 1998      ($/Sh)     Date      0% ($)     5% ($)       10% ($)
----                     ------------- --------------- -------- ---------- ---------- ------------ ------------
<S>                      <C>           <C>             <C>      <C>        <C>        <C>          <C>
Peter C. Haines.........     7,500          20.3%      $4.3125   12/10/08   $      0  $     20,341 $     51,548
William S. Hurley.......     7,500          20.3%       4.3125   12/10/08          0        20,341       51,548
Karen A. Slein..........     5,500          14.9%       4.3125   12/10/08          0        14,917       37,802
Raymond Giannelli.......       --
Gregory M. Davall.......       --
</TABLE>
--------
(1) The options were granted under the terms of the Corporation's Stock Option
    Plan at a per share exercise price equal to the market price of a Common
    Share on the date of grant. The options become exercisable over four years
    in annual increments of 25% beginning one year after the date of grant.
    The Stock Option Committee has the right to accelerate the exercisability
    of any of the options.
(2) The potential realizable value is the product of (a) the difference
    between: (i) the product of the per-share market price at the time of the
    grant and the sum of 1 plus the adjusted stock price appreciation rate
    (i.e., the assumed rate of appreciation compounded annually over the term
    of the option) and (ii) the per-share exercise price of the option; and
    (b) the number of securities underlying the grant at fiscal year-end. The
    dollar amounts under these columns are the result of calculations at 0%
    and the 5% and 10% assumed rates of appreciation prescribed by the
    Securities and Exchange Commission, and therefore are not intended to
    forecast possible future appreciation, if any, of the market price of the
    Corporation's Common Shares. The actual value that any Named Executive
    Officer may realize, if any, will depend on the amount by which the market
    price of the Common Shares at the time of exercise exceeds the exercise
    price.
 
                                       9
<PAGE>
 
                    Aggregated Option Exercises in 1998 and
                      Option Values at December 31, 1998
 
  The following table provides information as to the value of options held by
the Named Executive Officers at year-end measured in terms of the closing
price of a Common Share on December 31, 1998 ($4.25 per share). None of the
Named Executive Officers exercised any options during 1998.
 
<TABLE>
<CAPTION>
                                                   Number of Securities     Value of the Unexercised
                            Shares     Value      Underlying Unexercised     In-the-Money Options at
                         Acquired on  Realized Options at Dec. 31, 1998 (#)   Dec. 31, 1998 ($)(2)
Name                     Exercise (#)  ($)(1)   Exercisable/Unexercisable   Exercisable/Unexercisable
----                     ------------ -------- ---------------------------- -------------------------
<S>                      <C>          <C>      <C>                          <C>
Peter C. Haines.........     --         --           213,653/245,500                  $0/$0
William S. Hurley.......     --         --             43,730/11,500                  $0/$0
Raymond Giannelli.......     --         --             25,565/16,800                  $0/$0
Karen A. Slein..........     --         --              11,683/9,500                  $0/$0
Gregory M. Davall.......     --         --                       --                     --
</TABLE>
--------
(1) Value realized is the difference between the market price of a Common
    Share on the date of exercise and the exercise price of the option,
    multiplied by the number of Common Shares underlying the option.
(2) Value of unexercised "in-the-money" options is the difference between the
    market price of a Common Share on December 31, 1998 and the exercise price
    of the option, multiplied by the number of Common Shares underlying the
    option.
 
Employment Agreements
 
  The Corporation has entered into employment agreements with its executive
officers. Under these agreements, the employment may be terminated with or
without cause at any time. In the event that the Corporation terminates the
officer's employment other than "for cause", the Corporation is obligated to
continue normal salary payments for up to one year. The employment agreements
of the executive officers other than Mr. Haines provide that upon a change of
control, as defined, the officer may resign and continue to receive salary for
up to six months. Pursuant to the agreement, each officer has agreed not to
compete with the Corporation during his employment and for a period of two
years thereafter.
 
                                      10
<PAGE>
 
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
  The following table sets forth, as of March 31, 1999, information with
respect to the number of Common Shares of the Corporation beneficially owned
by each director and nominee for director of the Corporation, by each of the
Named Executive Officers identified herein under the caption "Summary
Compensation Table", except Mr. Davall (who is no longer employed by the
Company and as to whom the number of shares owned, if any, is not known), and
by all directors and executive officers of the Corporation as a group. Except
as otherwise indicated, all shares are owned directly.
 
<TABLE>
<CAPTION>
                                                 Amount and Nature of Percent
            Name of Beneficial Owner             Beneficial Ownership of Class
            ------------------------             -------------------- --------
<S>                                              <C>                  <C>
UM Holdings Ltd.................................      4,218,156(1)      48.6%
56 Haddon Avenue
Haddonfield, New Jersey 08033
Surgical Appliance Industries, Inc(2)...........        529,600          6.1%
3960 Rosslyn Drive
Cincinnati, Ohio 45209
John Aglialoro, Chairman(3).....................      4,227,856(4)      48.7%
Joan Carter, Vice Chair(3)......................      4,219,939(4)      48.6%
Peter C. Haines, President, CEO, Director.......        213,653(5)       2.4%
William S. Hurley, Vice President--Chief Finan-
 cial Officer...................................         53,730(5)         *
Karen A. Slein, Vice President--Human Re-
 sources........................................         11,683(5)         *
Raymond Giannelli, Senior Director--Research &
 Development....................................         25,565(5)         *
James H. Carll, Director........................          5,783            *
Kay Knight Clarke, Director.....................          3,662            *
Arthur W. Hicks, Jr., Director..................         44,513(5)         *
Thomas W. Kahle, Director.......................         12,151(5)         *
Jerry Lee, Director.............................         11,056(5)         *
Alan H. Weingarten, Director....................          6,650            *
All directors, nominees and executive officers
 as a group
 (consisting of 12 persons).....................      4,592,520(5)      51.1%
</TABLE>
--------
* Less than 1%
(1) Represent shares owned by its wholly-owned subsidiaries, UM Equity Corp.
    and UM Investment Corporation. These shares have been pledged to a
    financial institution to secure a loan to UM Holdings Ltd. in the normal
    course of its business, which pledge could result in a change of control
    of the Corporation.
(2) The information concerning Surgical Appliance Industries, Inc. was
    provided by the shareholder. The Corporation assumes no responsibility for
    the accuracy of such information. The natural person exercising voting and
    investment power over such shares is L. Thomas Applegate, President of
    Surgical Appliance Industries, Inc.
(3) Mr. Aglialoro and Ms. Carter's address is the same as UM.
(4) Includes 4,218,156 shares beneficially owned by UM Holdings Ltd., of which
    Mr. Aglialoro and Ms. Carter are the principal stockholders and act as
    executive officers and directors. While Mr. Aglialoro and Ms. Carter are
    married, each has sole voting and investment power with respect to his or
    her shares of Common Stock, and the amount next to each person's name
    reflects the number of shares owned by such person and excludes shares
    owned by the other.
(5) The amount next to individual's name includes shares which the individual
    has the right to acquire within sixty days through the exercise of stock
    options, as follows: Mr. Haines, 213,653 shares; Mr. Hurley, 43,730
    shares; Mr. Giannelli, 25,565 shares; Ms. Slein, 11,683 shares; Mr. Hicks,
    42,730 shares; Mr. Kahle, 2,000 shares; Mr. Lee, 4,273 shares. The number
    of shares which all directors and executive officers as a group have the
    right to acquire within sixty days is 318,069 shares of Company Common
    Stock. In each case the percent of class is calculated on the basis that
    such shares are deemed outstanding. No voting or investment power exists
    with respect to shares prior to acquisition.
 
                                      11
<PAGE>
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
  Section 16(a) of the Securities Exchange Act of l934 requires the
Corporation's officers and directors, and any persons who own more than ten
percent of the Corporation's Common Shares, to file reports of initial
ownership of the Corporation's Common Shares and subsequent changes in that
ownership with the Securities and Exchange Commission and the American Stock
Exchange. Officers, directors and greater than ten-percent beneficial owners
are also required to furnish the Corporation with copies of all Section 16(a)
forms they file. Based solely upon a review of the copies of the forms
furnished to the Corporation, or written representations from certain
reporting persons that no Forms 5 were required, the Corporation believes that
during 1998 all Section 16(a) filing requirements were complied with, except
reports for one transaction between UM and Mr. Lee were filed late by UM, Mr.
Lee, Mr. Aglialoro and Ms. Carter.
 
              PROPOSAL FOR AMENDMENT OF 1995 STOCK RETAINER PLAN
                           FOR NONEMPLOYEE DIRECTORS
 
                               (Proposal No. 2)
 
  In June 1995, the Shareholders approved the 1995 Stock Retainer Plan for
Nonemployee Directors (the "Retainer Plan"). The Shareholders will be
requested at the Annual Meeting to approve an amendment to the Retainer Plan
to reserve an additional 75,000 Common Shares for issuance thereunder. The
Board believes that the number of shares remaining available for issuance will
be insufficient to achieve the purpose of the Retainer Plan over the term of
the Plan unless the additional shares are authorized.
 
  The Retainer Plan provides that each nonemployee director of the Corporation
will receive an annual retainer, of which 70% will be payable in Common Shares
rather than in cash. The Board believes that the payment of the annual
retainer in Common Shares (1) furthers the identity of interest of the
nonemployee directors with the interest of the Corporation's other
shareholders, (2) stimulates and sustains constructive and imaginative
thinking by such nonemployee directors, and (3) induces the service or
continued service of the most highly qualified individuals to serve as
nonemployee directors of the Corporation.
 
Description of the Plan
 
  The Retainer Plan provides that each person serving as a nonemployee
director will be issued a number of shares of stock of the Corporation (a
"Stock Retainer") equal to an amount obtained by dividing 70% of his annual
retainer for the year by the fair market value of a Common Share on January 1
of such year. In the event a Stock Retainer is paid to a person who shall have
commenced or ceased service during the year, his Stock Retainer is adjusted to
reflect the percentage of the year during which he served as a nonemployee
director. Common Shares received pursuant to a Stock Retainer may not be sold,
transferred, assigned, pledged, hypothecated or otherwise disposed of until at
least six months and one day after the payment date. No Stock Retainer will be
issued to a nonemployee director who is removed for cause, as specified in the
Company's Restated Certificate of Incorporation, as the same may be amended.
 
  Only nonemployee directors are eligible to participate in the Retainer Plan.
As defined in the Retainer Plan, a nonemployee director is an individual who
serves as a director of the Company and who is not an officer or employee of
the Company or its subsidiaries. After the Annual Meeting there will be seven
nonemployee directors of the Corporation.
 
  The Stock Retainer received with respect to 1998 by each nonemployee
director who served throughout the year was 1,034 shares.
 
                                      12
<PAGE>
 
Certain Federal Income Tax Consequences
 
  Assuming that the nonemployee directors who participate in the Retainer Plan
are subject to the reporting and short swing profit recovery provisions of
Section 16 of the Exchange Act, absent a timely written election pursuant to
Section 83(b) of the Internal Revenue Code of 1986 filed with the Internal
Revenue Service, a nonemployee director who receives Common Stock under the
Retainer Plan generally will recognize income six months after the grant of
such Common Stock in an amount equal to the fair market value (on such date)
of the shares of Common Stock received. Provided that the amount of ordinary
income taxable to the nonemployee director constitutes an ordinary and
necessary business expense and is reasonable, the Company will be entitled to
a deduction in an equivalent amount.
 
Accounting Treatment of Stock Retainers
 
  The issuance of shares in payment of annual retainers results in
compensation expense based on the fair market value of such shares.
 
Termination and Amendment
 
  The Retainer Plan terminates on March 7, 2005 (unless sooner terminated by
the Board of Directors). The Retainer Plan may be amended, suspended or
terminated by the Board of Directors without shareholder approval, except as
specified in Section 8 of the Retainer Plan (which effectively prohibits the
amendment of the Retainer Plan more than once every six months in a manner
that would affect the formula by which Common Shares are issued to nonemployee
directors thereunder).
 
Vote Required and Board Recommendation
 
  The affirmative vote of at least a majority of the votes cast at the Annual
Meeting, in person or by proxy, is required for approval of the amendment to
the Retainer Plan. For purposes of determining the number of votes cast with
respect to the matter, only those votes cast "for" or "against" are included,
and abstentions and broker non-votes are not counted.
 
  The Board of Directors recommends a vote FOR the proposal.
 
                SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
                            FOR 2000 ANNUAL MEETING
 
  Any proposals by a shareholder intended to be presented at the 2000 Annual
Meeting of Shareholders must be received by the Corporation no later than
December 17, 1999 and be in compliance with applicable Securities and Exchange
Commission regulations, for inclusion in the Corporation's proxy statement
relating to such meeting.
 
  The Corporation's by-laws provide that any shareholder entitled to vote for
the election of directors at a meeting may nominate persons for election as
directors only if written notice of such shareholder's intent to make such
nomination is given, either by personal delivery or by United States mail,
postage pre-paid, to the Secretary of the Corporation not later than (i) with
respect to an election held at an annual meeting of shareholders, 90 days in
advance of such meeting and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. A copy of the pertinent by-law provision,
which sets forth additional requirements for the form of such notice, is
available on request to the Corporate Secretary, Cybex International, Inc., 10
Trotter Drive, Medway, Massachusetts 02053.
 
  In accordance with Rule 14a-4(c) promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, the
holders of proxies solicited by the Board of Directors in
 
                                      13
<PAGE>
 
connection with the 2000 Annual Meeting may vote such proxies in their
discretion on certain matters as more fully described in such rule, including
without limitation on any matter coming before the meeting as to which the
Corporation does not have notice on or before March 2, 2000.
 
                        INDEPENDENT PUBLIC ACCOUNTANTS
 
  The Board of Directors has appointed Arthur Andersen LLP, independent public
accountants, to audit the financial statements of the Corporation for the
fiscal year ending December 31, 1999. Representatives of Arthur Andersen LLP
are expected to attend the 1999 Annual Meeting of Shareholders of the
Corporation and will be afforded an opportunity to make a statement and to
respond to appropriate questions.
 
  On September 10, 1997, the Corporation engaged Arthur Andersen LLP,
independent certified public accountants, as the Corporation's independent
accountants to audit the Corporation's financial statements for the year
ending December 31, 1997. Such new accounting firm was engaged in replacement
of Ernst & Young LLP, independent auditors, who had previously been engaged
for the same purpose, and whose dismissal was effective the same date. The
decision to change accountants was approved by the Audit Committee of the
Corporation's Board of Directors.
 
  The reports of Ernst & Young LLP on the Corporation's financial statements
for the 1996 and 1995 fiscal years did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. In connection with the audits of the
Corporation's financial statements for each of the two fiscal years ended
December 31, 1996, and in the subsequent interim period, there were no
disagreements with Ernst & Young LLP on any matters of accounting principles
or practices, financial statement disclosure or auditing scope and procedures,
which, if not resolved to the satisfaction of Ernst & Young LLP, would have
caused Ernst & Young LLP to make a reference to the matter in their report.
 
                            SOLICITATION OF PROXIES
 
  Proxies may be solicited by directors, officers and a small number of
regular employees of the Corporation personally or by mail, telephone,
telegraph or otherwise, but such persons will not be specially compensated for
such service. Banks and brokers will be requested to solicit proxies from
their customers, where appropriate, and the Corporation will reimburse them
for their reasonable expenses. The cost of such solicitation will be borne by
the Corporation.
 
                                 OTHER MATTERS
 
  Management is not aware of any matters to be presented for action at the
meeting other than the election of directors and does not intend to bring any
other matters before the meeting. However, if other matters properly come
before the meeting, it is intended that the holders of proxies solicited
hereby will vote thereon in their discretion.
 
                                          By Order of the Board of Directors
 
                                          Joan Carter
                                          Secretary
 
Medway, Massachusetts
April 16, 1999
 
                                      14
<PAGE>
 
                                   APPENDIX

                       [NOT ATTACHED TO PROXY STATEMENT
                        AS DISTRIBUTED TO STOCKHOLDERS]

                           CYBEX INTERNATIONAL, INC.
                             AMENDED AND RESTATED
              1995 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS
                       AS AMENDED EFFECTIVE MAY 18, 1999



     1.  Purpose.  The Cybex International, Inc. 1995 Stock Retainer Plan
for Nonemployee Directors (the "Plan") is intended (i) to further the identity
of interests of the directors of  Cybex International, Inc. (the "Company") who
are neither officers nor employees of the Company or its subsidiaries
("Nonemployee Directors") with the interests of the Company's shareholders, (ii)
to stimulate and sustain constructive and imaginative thinking by such
Nonemployee Directors, and (iii) to induce the service or continued service of
the most highly qualified individuals to serve as Nonemployee Directors of the
Company.

     2.  Participants.  All Nonemployee Directors are eligible to participate in
the Plan and each such director will participate as described in Section 4
hereof.

     3. Common Stock Available under the Plan. The aggregate number of shares of
common stock, $.10 par value per share ("Common Stock"), of the Company that may
be issued under this Plan shall be 110,000 shares of Common Stock, which may be
authorized and unissued shares or treasury shares, subject to any adjustments
made in accordance with Section 6 hereof. If any shares of Common Stock issued
pursuant to a Stock Retainer (as defined below) shall, after issuance, be
reacquired by the Company for any reason, such shares may again be issued
pursuant to the Plan, to the extent permitted by Rule 16b-3 (or any successor
rule) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

     4.  Stock Retainer.  (a)  Except as provided herein, from and after January
1, 1998,  on December 31 of each calendar year (each, a "Payment Date"), each
person serving as a Nonemployee Director on such Payment Date will, for service
as such, be issued a number of shares of Common Stock ("Stock Retainer") equal
to the quotient obtained by dividing (i) seventy percent (70%) of his annual
retainer (the "Retainer Amount") by (ii) the Fair Market Value (as defined
herein) of a share of Common Stock on January 1 of such calendar year.  To the
extent that such calculation does not result in a whole number of shares, the
fractional share shall be rounded upwards to the next whole number so that no
fractional shares shall be issued.
<PAGE>
 
     (b) In the event that a Stock Retainer is to be paid on a Payment Date to a
Nonemployee Director who shall have commenced service as a Nonemployee Director
subsequent to the immediately preceding Payment Date, his Stock Retainer shall
be adjusted to reflect the percentage of the year during which such Nonemployee
Director served as such.

     (c) In the event a Nonemployee Director shall cease to serve as a director
of the Company between Payment Dates, such person shall receive a Stock Retainer
equal to the Stock Retainer that would otherwise have been paid on the
immediately following Payment Date had such person continued to serve, adjusted
to reflect the percentage of the year during which such person served as a
Nonemployee Director, and such Stock Retainer shall be paid as soon as
practicable following the date the Nonemployee Director ceases to serve as a
director of the Company.

     (d) The stock certificate representing the Stock Retainer shall be
delivered to each Nonemployee Director as soon as practicable following each
Payment Date.  After the delivery of the shares, each Nonemployee Director shall
have all the rights of a shareholder with respect to such shares (including the
right to vote such shares and the right to receive all dividends paid with
respect to such shares); provided, however; shares of Common Stock received
pursuant to a Stock Retainer in respect of a Payment Date may not be sold,
transferred, assigned, pledged, hypothecated or otherwise disposed of until at
least six months and one day after such Payment Date.

     (e) Notwithstanding the foregoing, no Stock Retainer will be issued to a
Nonemployee Director who is removed for cause, as specified in the Company's
Restated Certificate of Incorporation, as the same may be amended.

     5.  Fair Market Value.  For purposes of this Plan, Fair Market Value shall
be the closing price for the Company's Common Stock on the date of calculation
(or on the last preceding trading date if Common Stock was not traded on the
date of calculation) if the Company's Common Stock is readily tradeable on a
national securities exchange or other market system, and if the Company's Common
Stock is not readily tradeable, Fair Market Value shall mean the amount
determined in good faith by the Board of Directors as the fair market value of
the Common Stock of the Company.

     6.  Adjustment Provisions.

     (a) In the event that any reclassification, split-up or consolidation of
the Common Stock shall be effected, or the outstanding shares of Common Stock
are, in connection with a merger or consolidation of the Company or a sale by
the Company of all or a part of its assets, exchanged for a different number or
class of shares of stock or other securities or property of the Company or for
shares of the stock or other securities or property of any other corporation or
person, or a record date for determination of holders of Common Stock entitled
to receive a dividend payable in Common Stock shall occur, (i) the number and
class of shares that may be issued pursuant to Stock Retainers thereafter paid,
and (ii) the number and class of shares that have not been issued under
effective Stock Retainers, shall in each case be equitably adjusted as
determined by the Board of Directors.


                                      -2-
<PAGE>
 
     (b) In the event that any spin-off or other distribution of assets of the
Company to its shareholders shall occur, the number and class of shares that may
be issued pursuant to Stock Retainers thereafter paid shall be equitably
adjusted as determined by the Board of Directors.

     7.  General Provisions.

     (a) Nothing in this Plan or in any instrument executed pursuant hereto
shall confer upon any person any right to continue to serve as a Nonemployee
Director of the Company.

     (b) No shares of Common Stock shall be issued pursuant to a Stock Retainer
unless and until all legal requirements applicable to the issuance of such
shares have been complied with in the opinion of counsel to the Company.  In
connection with any such issuance, the person acquiring the shares shall, if
requested by the Company, give assurances, satisfactory to counsel to the
Company, in respect of such matters as the Company may deem desirable to assure
compliance with all applicable legal requirements.

     (c) No person (individually or as a member of a group), and no beneficiary
or other person claiming under or through him, shall have any right, title or
interest in or to any shares of Common Stock allocated or reserved for the
purposes of this Plan or subject to any Stock Retainer except as to such shares
of Common Stock, if any, as shall have been issued to him.

     (d) Nothing in this Plan is intended to be a substitute for, or shall
preclude or limit the establishment or continuation of, any other plan, practice
or arrangement for the payment of compensation or benefits to Nonemployee
Directors that the Company now has or may hereafter put into effect.

     (e) It shall be a condition to the obligation of the Company to issue
shares of Common Stock hereunder, that the participant pay to the Company, upon
its demand, such amount as may be requested by the Company for the purpose of
satisfying any liability to withhold federal, state, local or foreign income or
other taxes.  If the amount requested is not paid, the Company shall have no
obligation to issue, and the participant shall have no right to receive, shares
of Common Stock.

     8.  Duration, Amendments and Termination.

     (a) No Stock Retainers shall be paid under this Plan with respect to any
period beginning after March 7, 2005.  The Board of Directors may amend or
suspend the Plan from time to time or terminate the Plan at any time; provided,
however, that (i) no amendment shall become effective without the approval of
the shareholders of the Company to the extent shareholder approval is required
in order to comply with Rule 16b-3, and (ii) neither the Retainer Amount, nor
any other provision of this Plan affecting the number of shares of Common Stock
receivable pursuant to a Stock Retainer or the frequency with which Stock
Retainers are paid, shall be amended or otherwise modified more than once every
six months, except as may be necessary or appropriate to comport with the
Internal Revenue Code of 1986 or the Employee Retirement Income Security Act of
1974, as either of the same may be amended, or the rules and regulations
promulgated thereunder.


                                      -3-
<PAGE>
 
     (b) No amendment, suspension or termination of this Plan shall adversely
affect any Stock Retainer theretofore paid.

     9.  Governing Law.  This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of New
York (regardless of the law that might otherwise govern under applicable New
York principles of conflict of laws).

     10. Compliance with Rule 16b-3.  With respect to persons subject to Section
16 of the Exchange Act, transactions under the Plan are intended to comply with
all applicable conditions of Rule 16b-3 under the Exchange Act.  To the extent
any provision of the Plan fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Board of Directors.

     11. Effective Date. (a) This Plan was effective as of January 1, 1995 (the
"Effective Date"), the Amendment and Restatement thereof was effective as of
January 1, 1998, and the amendment thereto was effective May 18, 1999.

         (b) This Plan shall terminate on March 7, 2005 (unless sooner
terminated by the Board of Directors).


                                      -4-
<PAGE>
                                REVOCABLE PROXY
                          CYBEX INTERNATIONAL, INC. 
[X] PLEASE MARK VOTES  
    AS IN THIS EXAMPLE 

                      1999 ANNUAL MEETING OF SHAREHOLDERS
                       PROXY FOR HOLDERS OF COMMON STOCK
              Proxy Solicited on Behalf of The Board of Directors

  The undersigned hereby appoints PETER C. HAINES, WILLIAM S. HURLEY and JAMES 
H. CARLL, or any of them, with full power of substitution, the proxy of the 
undersigned to represent the undersigned at the Annual Meeting of Shareholders 
of CYBEX International, Inc. to be held on May 18, 1999, or at any adjournment
or postponement thereof, and to vote the number of shares of the Common Stock of
CYBEX International, Inc. which the undersigned would be entitled to vote if
personally present:

                                  C O M M O N


                                       For      Withhold      For All Except 
1. The election as directors of all    [_]       [_]              [_]         
   nominees listed (except as marked
   to the contrary below):                

   Joan Carter           Alan H. Weingarten

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.


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

2. Amendment to 1995 Stock Retainer    For      Against         Abstain         
   Plan for Non-Employee Directors     [_]       [_]              [_]         


3. In his discretion, the Proxy is authorized to vote upon such other business 
   as may properly come before the meeting.


   This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, shares of the Common
Stock represented by this proxy will be voted FOR the election of the nominees
listed above and for Item 2 above. This proxy may be revoked at any time prior
to the time it is voted.

   When signing the proxy, please date it and take care to have the signature 
conform to the shareholder's name as it appears on this proxy. If shares are 
registered in the names of two or more persons, each person should sign. 
Executors, administrators, trustees and guardians should so indicate when 
signing.

   You are urged to sign and return your proxy without delay in the return 
envelope provided for that purpose which requires no postage if mailed in the 
United States.
                                          -------------------------------- 
Please be sure to sign and date            Date
  this Proxy in the box below.
---------------------------------------------------------------------------



--- Shareholder sign above-------------Co-holder (if any) sign above------

--------------------------------------------------------------------------------
   Detach above card, sign, date and mail in postage paid envelope provided.

                           CYBEX INTERNATIONAL, INC.
--------------------------------------------------------------------------------
                              PLEASE ACT PROMPTLY
                    SIGN, DATE & MAIL YOUR PROXY CARD TODAY
--------------------------------------------------------------------------------

<PAGE>
 
                                REVOCABLE PROXY
                          CYBEX INTERNATIONAL, INC. 
[X] PLEASE MARK VOTES  
    AS IN THIS EXAMPLE 

                      1999 ANNUAL MEETING OF SHAREHOLDERS
                       PROXY FOR HOLDERS OF COMMON STOCK
              Proxy Solicited on Behalf of The Board of Directors

  The undersigned hereby appoints PETER C. HAINES, WILLIAM S. HURLEY and JAMES 
H. CARLL, or any of them, with full power of substitution, the proxy of the 
undersigned to represent the undersigned at the Annual Meeting of Shareholders 
of CYBEX International, Inc. to be held on May 18, 1999, or at any adjournment
or postponement thereof, and to vote the number of shares of the Common Stock of
CYBEX International, Inc. which the undersigned would be entitled to vote if
personally present:

                                    E S O P

                                       For      Withhold      For All Except 
1. The election as directors of all    [_]       [_]              [_]         
   nominees listed (except as marked
   to the contrary below):                

   Joan Carter           Alan H. Weingarten

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.


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

2. Amendment to 1995 Stock Retainer    For      Against         Abstain         
   Plan for Non-Employee Directors     [_]       [_]              [_]         


3. In his discretion, the Proxy is authorized to vote upon such other business 
   as may properly come before the meeting.


   This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, shares of the Common
Stock represented by this proxy will be voted FOR the election of the nominees
listed above and for Item 2 above. This proxy may be revoked at any time prior
to the time it is voted.

   When signing the proxy, please date it and take care to have the signature 
conform to the shareholder's name as it appears on this proxy. If shares are 
registered in the names of two or more persons, each person should sign. 
Executors, administrators, trustees and guardians should so indicate when 
signing.

   You are urged to sign and return your proxy without delay in the return 
envelope provided for that purpose which requires no postage if mailed in the 
United States.
                                          -------------------------------- 
Please be sure to sign and date            Date
  this Proxy in the box below.
---------------------------------------------------------------------------



--- Shareholder sign above-------------Co-holder (if any) sign above------

--------------------------------------------------------------------------------
   Detach above card, sign, date and mail in postage paid envelope provided.

                           CYBEX INTERNATIONAL, INC.
--------------------------------------------------------------------------------
                              PLEASE ACT PROMPTLY
                    SIGN, DATE & MAIL YOUR PROXY CARD TODAY
--------------------------------------------------------------------------------