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                                                                    EXHIBIT 10.2

                            CYBEX INTERNATIONAL, INC.

               2002 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS

     1.  Purpose. The Cybex International, Inc. 2002 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 issued under this Plan shall be 150,000 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, 2002, 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) fifty percent (50%) 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.

     (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

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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.

     (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.

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     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 December 31, 2011. 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.

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

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     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 approved by the Board of Directors on
December 11, 2001, subject to shareholder approval. This Plan, upon being
approved by the shareholders of the Company at an annual or any special meeting
of the shareholders of the Company, shall be deemed effective as of January 1,
2002 (the "Effective Date").

         (b) This Plan shall terminate on December 31, 2011 (unless sooner
terminated by the Board of Directors).

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