AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

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 Masaaki Nishibori (“ 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 President and Chief Executive 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 President and Chief Executive Officer on the terms and conditions set forth in this Agreement.

(b) Management Authority. As such officer, Employee shall be responsible for the day-to-day operations of the Company, including without limitation the following, subject to the oversight and policy determinations of the Board of Directors:

(i) the hiring and firing of personnel, including the Company’s officers and management employees, and professional advisors;

(ii) implementing the business plan and procurement policies approved by the Company’s board of directors, including procuring containers, entering into depot and/or agency partnerships and customer leases and opening and closing Company offices;

(iii) determining the salary and fringe benefits to be paid to the Company’s employees (other than any officer at or above the level of senior vice president of the Company); and

(iv) supervising all accounting, administrative and legal matters within the ordinary course of the Company’s business.

(b) 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 the Chairman of the Company’s Board of Directors regarding the following items:

(i) changes in office locations;

(ii) the Company’s annual budget and financial performance;

(iii) hiring and firing of executive officers and bonus and other compensation decisions pertaining to executive officers;

(iv) the procurement of equipment;

(v) mergers and acquisitions; and

(vi) material legal matters.

(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 a base salary (“ Base Salary ”) at an initial annual rate of $530,000 payable in twenty-four (24) equal bi-monthly installments. In addition, on July 1 of each 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.

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(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.

On May 15, 2007 the Employee was granted a stock option (“ Option ”) to purchase 259,980 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

(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.

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(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 the 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:

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.

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(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 5, as determined by the Company’s independent public accountants.

(d) Amounts due to Employee under this Section 5 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 5 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 5 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.

(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, 2010. 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 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.

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(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

(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 i