Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(e)

On March 11, 2009, the Compensation Committee of the Board of Directors of CAI International, Inc. (the "Company") awarded a $277,190 bonus to its Chief Executive Officer, Masaaki (John) Nishibori. Under the terms of Mr. Nishibori's Employment Agreement, dated as of December 31, 2008 (the "Employment Agreement"), he is entitled to receive a sliding scale profit-sharing bonus each year if the Company's "Pre-Tax Profit" (as defined in the Employment Agreement) for the fiscal year exceeds a specified percentage of the Company's budgeted Pre-Tax Profit for that fiscal year. However, because the Company recognized a net loss in 2008 due to a $50.2 million non-cash goodwill impairment charge, Mr. Nishibori was not entitled to a profit-sharing bonus under the terms of his Employment Agreement. In deciding to award Mr. Nishibori a bonus for 2008, the Compensation Committee disregarded the goodwill impairment charge and awarded him the amount of the bonus that he would have received if the calculation of the Company's Pre-Tax Profit under the Employment Agreement had excluded the goodwill impairment charge.

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