Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As previously reported on June 15, 2020 and July 29, 2020, in connection with his appointment as Executive Vice President, and Interim President and Chief Executive Officer of CAI International, Inc. (the "Company"), the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") amended the compensation and employment terms for Mr. Page. On November 2, 2020, the Board approved, and the Company and Mr. Page entered into, an amended and restated employment agreement (the "Employment Agreement") to memorialize the previously approved terms. No other material changes were made to the employment terms for Mr. Page. The foregoing summary of the Employment Agreement does not purport to be complete, and is subject to and is qualified in its entirety by the terms of the Employment Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference

On November 2, 2020, in recognition of his strong contributions to the Company, the Board approved an incremental retention bonus to Mr. Page of up to $40,000 per quarter, beginning with quarter ended September 30, 2020. Mr. Page was awarded the full amount for the quarter ended September 30, 2020, with future incremental retention bonus amounts to be determined by the Compensation Committee on a quarterly basis.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

   10.1       Amended and Restated Employment Agreement, effective June 12, 2020,
              between CAI International, Inc. and Timothy B. Page.

    104       Cover Page Interactive Data File (formatted in Inline XBRL).

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