CAI INTERNATIONAL, INC.
CHAIRMAN OF THE BOARD COMPENSATION AGREEMENT
This Chairman of the Board Compensation Agreement (this “ Agreement ”), dated as of June 5, 2009, is entered into by and
between CAI International, Inc., a Delaware corporation (together with its subsidiaries, the “ Company ”), and Hiromitsu Ogawa
(the “ Director ”).
W I T N E S S E T H:
WHEREAS, the Director has voluntarily retired as an executive officer of the Company in the position of Executive
Chairman, and the Company and Director desire to have Director continue to serve the Company as a director and as the
Chairman of the Board of Directors.
NOW THEREFORE in consideration of the mutual benefits to be derived from this Agreement, the Company and the
Director hereby agree as follows:
1. Termination of Employment Agreement . The Company and Director agree to terminate effective as of June 5, 2009 the
Amended and Restated Employment Agreement dated as of December 31, 2008, by and between the Company and Director (the
2. Director . Director has agreed to serve as Chairman of the Company’s Board of Directors, and has been reelected as a
director of the Company to serve until 2012.
3. Compensation and Benefits . For so long as Director serves as Chairman of the Board or for a period of three (3) years
counted from the date hereof should Director serve as a Company Director but no longer Chairman, the Director shall be
compensated as follows:
(a) Cash Compensation . Director shall be entitled to receive an annual retainer fee of $100,000, paid in increments of
$25,000 at the beginning of each calendar quarter (the “ Retainer Fee ”). In addition, on July 1 of each subsequent year that this
Agreement is in place, beginning on July 1, 2010, Director’s annual Retainer Fee shall be increased by at least four percent
(4%) of Director’s then-current Retainer Fee or by such larger amount as is determined by the Company’s Board of Directors.
This compensation is in l