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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: CAI INTERNATIONAL, INC. | Hiromitsu Ogawa You are currently viewing:
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CAI INTERNATIONAL, INC. | Hiromitsu Ogawa

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 2/7/2007

EMPLOYMENT AGREEMENT, Parties: cai international  inc. , hiromitsu ogawa
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Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 1 st day of November, 2006, by and between Hiromitsu Ogawa (“Employee”) and Container Applications International, Inc., a Nevada corporation (the “Company”). In consideration of the mutual covenants herein contained, and in consideration of the continued employment of Employee by the Company, the parties agree as follows:

1. Duties and Scope of Employment.

(a) Position. The Company agrees to employ the 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, the 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 the 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.

2. Base Salary.

During his employment under this Agreement, the Company agrees to pay to the Employee as compensation for his services, effective November 1, 2006, a base salary (“Base Salary”) at an initial annual rate of $525,874, payable in twenty-four (24) equal bi-monthly installments and on July 1 of each subsequent year that this Agreement is in place, beginning on July 1, 2007, the employee’s Base Salary shall be increased by at least four percent (4%) of the Employee’s then-current Base Salary.


3. Employee Benefits.

(a) General. During the term of his employment under this Agreement, the 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 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 the 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 the Employee named as the direct beneficiary.

(c) Vacation . The 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.

4. Profit-Sharing Bonus.

(a) For each Fiscal Year during the term of this Agreement, the Company shall pay to the 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 until the closing of the initial public offering of the Company’s Common Stock (“IPO”), 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:

 

 

 

 

Percent of Budgeted Pre-Tax

Profit Achieved

  

Bonus

(as a Percentage of Base Salary)

less than 70%

  

0%

      70%

  

10%

      80%

  

20%

      90%

  

30%

    100%

  

40%

    110%

  

50%

    120%

  

60%

    130%

  

70%

    140%

  

80%

    150%

  

90%

    160% and above

  

100%

 

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Following the IPO, the foregoing provisions of this Section 4 shall no longer be applicable and any bonus to Employee shall be in the complete discretion of the Company’s board of directors.

(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 the 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 no event later than March 15th of the calendar year immediately following such Fiscal Year.

(e) The 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.

5. Business Expenses and Travel.

During the term of his employment under this Agreement, the 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 the Employee for such expenses upon presentation of any itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.

6. Term of Employment.

(a) Basic Rule. Unless the Employee’s employment terminates at an earlier date pursuant to the provisions of this Agreement, the Company agrees to continue the Employee’s employment, and the Employee agrees to remain in the employ of the Company, for two (2) years from the effective date of the IPO; provided, however, that the Employee may terminate his employment at any time following the one-year anniversary of the IPO, if he provides the Company with at least thirty (30) days prior notice.

(b) Termination by the Company. Notwithstanding the foregoing, the Company may terminate Employee’s employment for any of the following reasons:

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

 

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(ii) Disability . Upon the event of the Employee’s Disability, Employee’s employment with the Company shall terminate 30 days after the Company gives the Employee written notice of such termination. For all purposes of this Agreement, “Disability” shall mean that the Board of Directors determines (with the Employee abstaining) that the 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 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 the Employee’s employment at any time for Cause by giving the Employee notice in writing specifying the reason for the termination. For all purposes under this Agreement, “Cause” shall mean:

(A) A failure by the 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 the Employee of material dishonesty, fraud, misrepresentation, or other act(s) of moral turpitude;

(C) An intentional act by the 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 the Employee, or gross misconduct by the Employee, which (in each case) is seriously injurious to the Company;

(D) A material breach by the 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) Constructive Termination. If any Constructive Termination continues more than thirty (30) days after the Employee gives the Company notice in writing specifying the Constructive Termination in question, the Employee may, by a second written notice to the

 

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Company given within thirty (30) days after his initial notice, terminate his employment with the Company and treat such termination as a termination of his employment by the Company effective upon such second notice. Notwithstanding the foregoing, if at the time the Employee terminates his employment with the Company on account of a Constructive Termination, any of the circumstances described in Section 6(b)(iii)-(iv) then exists, then the Employee’s employment shall be deemed to have been terminated by the Company pursuant to such Section, rather than pursuant to this Section for all purposes of this Agreement. For all purposes under this Agreement, “Constructive Termination” shall mean:

(i) without the Employee’s written consent, the assignment by the Company to the Employee of any substantial duties that are inconsistent with the Employee’s position as Executive Chairman of the Company;

(ii) any material breach by the Company of this Agreement;

(iii) without the Employee’s written consent, a requirement to relocate, except for office relocation within the San Francisco Bay area; provided that the Employee hereby acknowledges that he may be required to travel extensively in connection with the performance of his duties under this Agreement; and

(iv) without the Employee’s written consent, the hiring by the Company of officers and management employees who are not approved by Employee.

(d) Waiver of Notice. Any waiver of notice shall be valid only if it is made in writing and expressly refers to the applicable notice requirement in this Section 6.

7. Payments Upon Certain Terminations of Employment.

If, during the term of this Agreement, t


 
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