Exhibit 10.1
CAI INTERNATIONAL,
INC.
CHAIRMAN OF THE BOARD
COMPENSATION AGREEMENT
This Chairman of the Board
Compensation Agreement (this “ Agreement ”),
dated as of June 5, 2009, is entered into by and between CAI
International, Inc., a Delaware corporation (together with its
subsidiaries, the “ Company ”), and Hiromitsu
Ogawa (the “ Director ”).
W I T N E S S E T
H:
WHEREAS, the Director has
voluntarily retired as an executive officer of the Company in the
position of Executive Chairman, and the Company and Director desire
to have Director continue to serve the Company as a director and as
the Chairman of the Board of Directors.
NOW THEREFORE in consideration of
the mutual benefits to be derived from this Agreement, the Company
and the Director hereby agree as follows:
1.
Termination of Employment Agreement . The Company and
Director agree to terminate effective as of June 5, 2009 the
Amended and Restated Employment Agreement dated as of
December 31, 2008, by and between the Company and Director
(the “Employment Agreement”).
2.
Director . Director has agreed to serve as Chairman of the
Company’s Board of Directors, and has been reelected as a
director of the Company to serve until 2012.
3.
Compensation and Benefits . For so long as Director serves
as Chairman of the Board or for a period of three (3) years
counted from the date hereof should Director serve as a Company
Director but no longer Chairman, the Director shall be compensated
as follows:
(a) Cash
Compensation . Director shall be entitled to receive an annual
retainer fee of $100,000, paid in increments of $25,000 at the
beginning of each calendar quarter (the “ Retainer Fee
”). In addition, on July 1 of each subsequent year that
this Agreement is in place, beginning on July 1, 2010,
Director’s annual Retainer Fee shall be increased by at least
four percent (4%) of Director’s then-current Retainer
Fee or by such larger amount as is determined by the
Company’s Board of Directors. This compensation is in lieu
of, and Director shall not be entitled to any other, cash retainer
or meeting fees payable to other members of the Board of Directors.
In addition, while receiving this compensation, the Director shall
not be entitled to participate in any equity compensation plans or
programs for nonemployee directors.
(b)
Reimbursement of Expenses . The Company shall pay or
reimburse the Director for all travel, business and entertainment
expenses incurred by or necessary for the Director to perform his
duties as a director of the Company in accordance with such
policies and procedures as the Company may from time to time
establish for senior officers and directors and subject to the
Company’s normal requirements with respect to reporting and
documentation of such expenses.
(c)
Fringe Benefits .
(i) Medical and Dental
Insurance . Director, his spouse and dependents shall be
entitled to participate in the Company’s medical and dental
insurance plans; provided if for any reason the Company is unable
to obtain coverage for the Director, his spouse and dependents
under its medical and dental plans, Director, his spouse and
dependents shall be entitled to be reimbursed for the cost of
obtaining coverage equivalent to the coverage Director, his spouse
and dependents received immediately prior to termination of the
Employment Agreement.
(ii) Disability Insurance .
Director shall be entitled to participate in the Company’s
disability insurance plan providing for a 60-day exclusion period
and disability coverage for at least sixty percent (60%) of
Director’s then-current Retainer Fee, with Director named as
the direct beneficiary or, if such participation is not permitted
under the Company’s plan, the Company shall provide Director
with a disability insurance plan that provides a substantially
equivalent level of coverage.
(iii) Life Insurance . The
Company shall enroll Director in the Company’s term life
insurance policy providing a benefit of $1,000,000 upon death of
Director and Accidental Death and Dismemberment (AD&D) benefit;
if such enrollment is not permitted under the Company’s
policy, the Company shall maintain a separate policy under the same
terms for the benefit of the Director.
(iv) Parking . Director shall
be entitled to paid parking
