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| CAP > SEC Filings for CAP > Form 8-K on 9-Jun-2009 | All Recent SEC Filings |
9-Jun-2009
Material Modification to Rights of Security Holders, Change in Directors
On June 5, 2009, the stockholders of CAI International, Inc., a Delaware corporation (the "Company") approved the amendment (the "Amendment") of the Company's 2007 Equity Incentive Plan (the "2007 Plan"). Pursuant to the Amendment, the maximum aggregate number of shares of the Company stock authorized for issuance under the 2007 Plan was increased by 500,000 shares, for a total of 1,221,980 shares. The Amendment also extended the termination date of the 2007 Plan from April 23, 2017 to April 9, 2019. The 2007 Plan was further amended to enable the use of performance measures for performance-based awards to meet regulatory requirements for the Company to achieve tax-deductibility for incentive awards granted under the 2007 Plan.
On June 5, 2009, the Company entered into a compensation agreement (the "Compensation Agreement") with Mr. Hiromitsu Ogawa pursuant to which, Mr. Ogawa, in his capacity as Chairman of the Company's Board of Directors, will be paid annual cash compensation of $100,000 (the "Retainer Fee"), which Retainer Fee shall be increased annually by at least four percent (4%) of Mr. Ogawa's then-current Retainer Fee or by such larger amount as is determined by the Company's Board of Directors. Mr. Ogawa will also continue to receive certain benefits that he received while he served as the Executive Chairman of the Company, including medical and dental insurance, disability insurance, life insurance, parking, golf membership dues (the "Other Benefits," and together with the Retainer Fee, the "Compensation Package"). Mr. Ogawa will be entitled to receive the Compensation Package for so long as Mr. Ogawa serves as Chairman of the Board of Directors or until June 5, 2012 should Mr. Ogawa serve as a director of the Company, but no longer serve as the Chairman of the Board of the Directors. The Company may terminate the Compensation Agreement upon Mr. Ogawa's death or disability or the Company's insolvency.
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