AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) is effective as of the 9th day of April, 2009, by and between Victor Garcia (“ 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 the Company’s Senior Vice President and Chief Financial Officer in exchange for certain consideration as detailed in the 2006 Agreement.

B. The Company and Employee amended and restated the 2006 Agreement on December 31, 2008 (the “ Amended Agreement ”) to conform certain terms of the 2006 Agreement to the provisions of Section 409A of the Code (as defined below). The Company and the Employee wish to make certain corrections to the Amended Agreement as set forth in this 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 Senior Vice President and Chief Financial Officer on the terms and conditions set forth in this Agreement.

(b) Management Authority. As such officer, Employee shall be responsible for the relations of the Company with financial institutions, including lenders, lessors and owners of equipment managed by the Company, and shall approve the hiring by the Company of officers and management employees. Employee shall report directly to Mr. Masaaki Nishibori, the Chief Executive Officer of the Company, and shall also be responsible for any other duties which Mr. Nishibori may specify; provided that such duties are consistent with Employee’s position as an executive officer of the Company.

(c) 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, effective January 1, 2009 (the “ Effective Date ”), a base salary (“ Base Salary ”) at an initial annual rate of $343,000 payable in twenty-four (24) equal bi-monthly installments. On November 1 of each of the two (2) subsequent years that this Agreement is in place, beginning on November 1, 2009, Employee’s Base Salary shall be increased by at least four percent (4%) of Employee’s then-current Base Salary.

(a) General. During the term of his employment under this Agreement, Employee shall be eligible to participate in the 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 administering such plan or program.

(b) Death and Disability. Subject to Employee’s insurability, the Company will (i) 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 and (ii) reimburse Employee for the cost of life insurance equal to six hundred thousand dollars ($600,000).

(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) On May 15, 2007 the Employee was granted a stock option (“ Option ”) to purchase 130,200 shares of the Company’s Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares, the “ Shares ”) pursuant to the Company 2007 Equity Incentive Plan (the “ Plan ”) at an exercise price of $15.00 per share (the “ Exercise Price ”).

(b) The vesting of the option and the other terms and conditions governing the Option are set forth in the notice of grant of the Option.

(c) For all purposes of this Agreement, “Change in Control” shall mean any of the following transactions:

(i) a merger or consolidation of the Company with or into any other company or other entity (other than for the sole purpose of changing the Company’s state of incorporation);

(ii) a sale in one transaction or a series of transactions undertaken with a common purpose of all or a controlling portion of the Company’s outstanding voting securities or such amount of the Company’s outstanding voting securities as would enable the purchaser to obtain the right to appoint a majority of the Company’s Board of Directors; or

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(iii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company’s assets;

provided, however, a private sale of stock beneficially owned by Hiromitsu Ogawa, his spouse or his children shall not constitute a Change in Control unless (after giving effect thereto) a single party (or group of related parties) obtains control of the Company as a result of such transaction.

(a) Profit Sharing Bonus. For each Fiscal Year (as defined below) during the term of this Agreement, the Company may pay to Employee a cash bonus based on the performance of Employee and on whether the Company meets its earnings goals. The amount of any bonus awarded pursuant to this Section 5(a) will be determined by the Board of Directors of the Company (in its complete discretion), but shall not exceed forty percent (40%) of Employee’s Base Salary. Except as provided in Section 8(b)(iii), no bonus shall be payable under this Section 5(a) unless Employee’s employment under this Agreement continues through the end of the Fiscal Year to which the bonus relates. Any amounts due to the Employee under this Section 5(a) shall be paid within the two and one-half (2 1/2) month period immediately following the Fiscal Year to which the bonus relates. For all purposes of this Agreement, “ Fiscal Year ” shall mean the Company’s fiscal year ending on December 31.

(b) IPO Bonus. Employee shall be entitled to receive the following cash bonus payment(s), provided he is an employee of the Company on the date of such payment:

(i) Within 30 days of each of November 1, 2009 and November 1, 2010, Employee shall be paid $100,000.

(ii) In the event of a Change in Control prior to November 1, 2010, the cash bonus obligation described in Section 5(b)(i) above will accelerate such that upon consummation of the Change in Control Employee will be entitled to receive the balance of any amounts provided for in Section 5(b)(i) but not yet paid. Any cash bonus obligation under this Section 5(b)(ii) shall be paid in a lump-sum payment within thirty (30) days after consummation of the Change in Control.

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, beginning on the Effective Date until November 1, 2009. If not terminated in writing by either party at least ninety (90) days prior to the end of the applicable term, this Agreement shall automatically renew for an additional twenty-four (24) months.

(b) Termination by the Company. Notwithstanding anything to the contrary 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, 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 7(b)(ii);

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

(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

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(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 7(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. A termination of Employee’s employment for Good