Item 1.02 Termination of a Material Definitive Agreement

On April 9, 2009, Mr. Hiromitsu Ogawa, the founder and Executive Chairman of CAI International, Inc. (the "Company"), announced his intention to retire from his position as an executive officer of the Company effective with, and conditioned upon, his reelection to the Board of Directors at the Company's Annual Meeting of Stockholders on June 5, 2009. In connection with such retirement Mr. Ogawa will terminate the Amended and Restated Employment Agreement dated as of December 31, 2008 between him and the Company. Mr. Ogawa intends to remain actively involved with the Company as the Chairman of the Board of Directors.

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

The disclosure under Item 1.02 above is incorporated herein by reference.

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