AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.8

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) is effective as of the 31st day of December, 2008, by and between Hiromitsu Ogawa (“ Employee ”) and CAI International, Inc., a Delaware corporation (the “ Company ”).

RECITALS

A. Container Applications International, Inc., a Nevada corporation and predecessor in interest to the Company, and Employee entered into that certain Employment Agreement dated as of November 1, 2006 (the “ 2006 Agreement ”), whereby the Company retained Employee as Executive Chairman in exchange for certain consideration as detailed in the 2006 Agreement.

B. Company and Employee desire to amend and restate the 2006 Agreement.

AGREEMENT

In consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a) Position. The Company agrees to employ Employee for the term of his employment under this Agreement in the position of Executive Chairman on the terms and conditions set forth in this Agreement.

(b) Management Authority. As such officer, Employee shall be responsible for supervising the operations of the Company, including without limitation the procurement and marketing and supervising the officers of the Company.

(c) Consulting with the Board of Directors. Without limiting the provisions of Section 1(b) of this Agreement and without limiting consultations which the Board of Directors may call for from time to time, Employee shall from time to time consult with a representative of the Board of Directors regarding the following items:

(i) changes in office locations;

(ii) the Company’s financial performance;

(iii) the procurement of equipment; and

(iv) material legal matters.

(d) Obligations. During the term of his employment under this Agreement, Employee shall perform and discharge well and faithfully his duties and shall devote his full business efforts and time to the Company. The foregoing, however, shall not preclude Employee from engaging in appropriate civic or charitable activities or from serving on the boards of directors of other noncommercial entities, as long as such activities and service do not interfere or conflict with his responsibilities to the Company.

During his employment under this Agreement, the Company agrees to pay to Employee as compensation for his services a base salary (“ Base Salary ”) at an initial annual rate of $525,874, payable in twenty-four (24) equal bi-monthly installments. In addition, on July 1 of each subsequent year that this Agreement is in place, beginning on July 1, 2009, Employee’s Base Salary shall be increased by at least four percent (4%) of Employee’s then-current Base Salary or by such larger amount as is determined by the Company’s Board of Directors.

(a) General. During the term of his employment under this Agreement, Employee shall be eligible to participate in employee benefit plans and executive compensation programs made available by the Company to its executive officers generally, including (without limitation) any of the following plans if and when adopted and made available by the Board of Directors: pension plans, savings plans, deferred compensation plans, life, disability, health, accident and other insurance programs, paid vacations, and similar plans or programs subject in each case to the generally applicable terms and conditions of the plan in question and to the determination of any committee or other person administering such plan or program.

(b) Disability. Subject to Employee’s insurability, the Company will maintain a policy of long-term disability insurance providing for a 60-day exclusion period and disability coverage for sixty percent (60%) of Employee’s Base Salary, with Employee named as the direct beneficiary.

(c) Vacation . Employee shall be entitled to paid vacation accruing at the rate of 20 days per year. No more than 20 days of accrued vacation shall carry forward to the next year.

(a) For each Fiscal Year during the term of this Agreement, the Company shall pay to Employee a profit-sharing bonus, if any, as determined by this Section 4. For all purposes of this Agreement, “ Fiscal Year ” shall mean the Company’s fiscal year ending on December 31.

(b) For each Fiscal Year during the term of this Agreement, Employee shall be entitled to a profit-sharing bonus equal to the following percentages of Employee’s Base Salary, depending upon whether the Company meets or achieves its budget for Pre-Tax Profit for such Fiscal Year, as further set forth below:

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If the Company’s Pre-Tax Profit for a Fiscal Year is between the percentages of budgeted Pre-Tax Profit specified above, Employee shall be entitled to a profit sharing bonus calculated by interpolating between the applicable percentages.

(c) “ Pre-Tax Profit ” for any Fiscal Year shall mean the Company’s net income for such Fiscal Year (but not less than zero), before any reduction or addition for any income taxes, for net operating loss carryforwards or carrybacks or for the bonus payable under this Section 4, as determined by the Company’s independent public accountants.

(d) Amounts due to Employee under this Section 4 with respect to any Fiscal Year shall be payable within thirty (30) days following the receipt by the Company of audited financial statements for such Fiscal Year, certified by the Company’s independent public accountants, but in any event within the two and one-half (2 1/2) month period immediately following such Fiscal Year.

(e) Employee’s entitlement to a bonus under this Section 4 shall not accrue until the last day of each Fiscal Year ending during the term of this Agreement. Except as provided in Section 7(b)(iii), no bonus shall be payable under this Section 4 unless Employee’s employment under this Agreement continues through the end of the applicable Fiscal Year.

During the term of his employment under this Agreement, Employee shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder. The Company shall reimburse Employee for such expenses upon presentation of any itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.

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(a) Basic Rule. Unless Employee’s employment terminates at an earlier date pursuant to the provisions of this Agreement, the Company agrees to continue Employee’s employment, and Employee agrees to remain in the employ of the Company, provided that Employee may terminate his employment at any time if he provides the Company with thirty (30) days prior notice.

(b) Termination by the Company. Notwithstanding anything to the contrary contained herein, the Company may terminate Employee’s employment for any of the following reasons:

(i) Death . Upon the event of Employee’s death, Employee’s employment with the Company shall be considered automatically terminated.

(ii) Disability . Upon the event of Employee’s Disability, Employee’s employment with the Company shall terminate 30 days after the Company gives Employee written notice of such termination. For all purposes of this Agreement, “ Disability ” shall mean that the Board of Directors determines (with Employee abstaining) that Employee is unable to perform his duties under this Agreement for a continuous period of at least 180 days due to physical or mental illness or impairment.

(iii) Company Insolvency. If the Company becomes insolvent or the Company seeks relief (or an order is entered against the Company) under any bankruptcy, reorganization, receivership, transfer for the benefit of creditors or other debtor relief statute or arrangement, Employee’s employment with the Company shall terminate thirty (30) days after the Company gives Employee written notice of the termination.

(iv) Termination for Cause . The Company (acting pursuant to a resolution of the Board of Directors), at its option and without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agreement, may terminate Employee’s employment at any time for Cause by giving Employee notice in writing specifying the reason for the termination. For all purposes under this Agreement, “ Cause ” shall mean:

(A) A failure by Employee to substantially perform his duties hereunder which is not cured within thirty (30) days after notice from the Company, provided that any termination for any such failure due to physical or mental illness or impairment shall be made, if at all, in accordance with Section 6(b)(ii);

(B) An act by Employee of material dishonesty, fraud, misrepresentation, or other act(s) of moral turpitude;

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(C) An intentional act by Employee (other than one constituting a business judgment that was reasonable at the time or which was previously approved by the Board of Directors or the Board’s representative nominated by the Company’s Chairman of the Board pursuant to Section 1(d)), or a clear lack of reasonable care by Employee, or gross misconduct by Employee, which (in each case) is seriously injurious to the Company;

(D) A material breach by Employee of this Agreement which is not cured within thirty (30) days after notice from the Company; or

(E) A material and willful violation of a federal or state law or regulation applicable to the business of the Company.

(c) Termination for Good Reason. Notwithstanding anything to the contrary herein, Employee may terminate his employment for Good Reason in accordance with this Section 6(c). For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following events, without the consent of Employee:

(i) any material diminution in Employee’s authority, duties or responsibilities,

(ii) any action or inaction that constitutes a material breach by the Company of this Agreement, or

(iii) a material change in the geographic location at which Employee must perform his duties under this Agreement, except for office relocation within the San Francisco Bay area; provided that Employee hereby acknowledges and agrees that he may be required to travel extensively in connection with the performance of his duties under this Agreement and that any such travel requirement will not constitute a material change in the geographic location at which Employee must perform his duties under this Agreement.

Notwithstanding any provision in this Agreement to the contrary, termination of Employee’s employment will not be for Good Reason unless (i) Employee notifies the Company in writing of the existence of the condition which Employee believes constitutes Good Reason within ninety (90) days of the initial existence of such condition (which notice specifically identifies such condition), (ii) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “ Remedial Period ”), and (iii) Employee actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition. If Employee terminates employment before the expiration of the Remedial Period or after the Company remedies the condition (even if after the end of the Remedial Period), then Employee’s termination will not be considered to be for Good Reason. Notwithstanding the foregoing, if at the time Employee terminates his employment with the Company for Good Reason any of the circumstances described in Section 6(b)(iii) or (iv) then exist, Employee’s employment shall be deemed to have been terminated by the Company pursuant to such Section, rather than pursuant to this Section 6(c) for all purposes of this Agreement.

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