2008 Bonus Plan



 Exhibit 10.8 
 TEXTAINER GROUP HOLDINGS LIMITED 
 2008 BONUS PLAN 
 SECTION 1 
 ESTABLISHMENT AND PURPOSE

 1.1 Purpose. Textainer Group Holdings Limited hereby establishes the Textainer Group Holdings Limited 2008 Bonus Plan (the
“Plan”). The Plan is intended to increase stockholder value and the success of the Company by motivating our employees (a) to perform to the best of their abilities, and (b) to achieve the Company’s objectives. The
Plan’s goals are to be achieved by providing such employees with incentive awards based on the achievement of goals relating to performance of the Company and its individual business units. 
 1.2 Effective Date. The Plan shall be effective upon its adoption by the Board. 
 SECTION 2 
 DEFINITIONS 
 The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context: 
 2.1 “Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period.
The Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 3.5 to reduce the award otherwise determined by the Payout Formula. 
 2.2 “Base Salary” means as to any Performance Period, 100% of the Participant’s average annualized salary rate over the Performance
Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans. 
 2.3 “Beneficiary” shall mean the person(s) or entity(ies) designated to receive payment of an Actual Award in the event of a Participant’s death in accordance with Section 4.5 of the Plan.
The Beneficiary designation shall be effective when it is submitted in writing to and acknowledged by the Company during the Participant’s lifetime on the Beneficiary Designation form provided by the Company. The submission of a new
Beneficiary Designation form shall cancel all prior Beneficiary Designations. 
 2.4 “Board” means the Company’s Board
of Directors. 
 2.5 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific Section of the Code
shall include such Section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation. 
 2.6 “Committee” means the committee appointed by the Board to administer the Plan. The Committee shall consist of no fewer than two
members of the Board. The members of the Committee shall be appointed by, and serve at the pleasure of, the Board. Following the date that the exemption for the Plan under 162(m) of the Code expires, as set forth in Section 6.6 below, each
member of the Committee shall qualify as an “outside director” under Code Section 162(m). 







 2.7 “Company” means Textainer Group Holdings Limited, a Bermuda company. 
 2.8 “Corporate Transaction” means any of the following transactions, provided, however, that the Committee shall determine under parts
iv and v whether multiple transactions are related, and its determination shall be final, binding and conclusive: 
 (a) a
merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated; 
 (b) the sale, transfer or other disposition of all or substantially all of the assets of the Company; 
 (c) the complete liquidation or dissolution of the Company; 
 (d) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Company common stock outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether
in the form of securities, cash or otherwise, or (B) in which securities possessing more than forty percent (40%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger; or 
 (e) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such
transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction. 
 2.9
“Determination Date” means as to any Performance Period, (a) the first day of the Performance Period, or (b) if later, the latest date possible which will not jeopardize the Plan’s qualification as performance-based
compensation under Code Section 162(m). 
 2.10 “Maximum Award” means as to any Participant for any Performance Period,
TWO MILLION DOLLARS ($2,000,000). The Maximum Award is the maximum amount which may be paid to a Participant for any Performance Period. 
 2.11 “Participant” means as to any Performance Period, an employee of the Company or an affiliate of the Company, including but not limited to the Company’s dedicated agents, who has been selected by the Committee for
participation in the Plan for that Performance Period. 
  

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 2.12 “Payout Formula” means as to any Performance Period, the formula or payout matrix
established by the Committee pursuant to Section 3.4, below, in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant. 
 2.13 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a
Participant for a Performance Period. As determined by the Committee, the Performance Goals applicable to each Participant shall provide for a targeted level or levels of achievement using one or more of the following measures: (a) increase in
share price, (b) earnings per share, (c) total stockholder return, (d) operating margin, (e) gross margin, (f) return on equity, (g) return on assets, (h) return on investment, (i) operating income,
(j) net operating income, (k) pre-tax income, (l) cash flow, (m) revenue, (n) expenses, (o) earnings before interest, taxes and depreciation, (p) economic value added, (q) market share, (r) corporate
overhead costs, (s) liquidity management, (t) net interest income, (u) net interest income margin, (v) return on capital invested, (w) stockholders’ equity, (x) income (before income tax expense), (y) residual
earnings after reduction for certain compensation expenses, (z) net income, (aa) profitability of an identifiable business unit or product, (bb) performance of the Company relative to a peer group of companies on any of the foregoing measures
and (cc) those measures as set forth in clauses (a) through (bb) herein with regard to a line of business, services or products, including but not limited to, corporate finance underwriting and advisory business, institutional sales and
research products and services, and private or public investment funds, partnerships or accounts. The Performance Goals may be applicable to the Company and/or any of its subsidiaries or individual business units and may differ from Participant to
Participant. In addition, the Committee shall have the authority to make appropriate adjustments in Performance Goal(s) to reflect the impact of extraordinary items not reflected in such goals. For purposes of the Plan, extraordinary items shall be
defined as (1) any profit or loss attributable to acquisitions or dispositions of stock or assets, (2) any changes in accounting standards or treatments that may be required or permitted by the Financial Accounting Standards Board or
adopted by the Company after the goal is established, (3) all items of gain, loss or expense for the year related to restructuring charges for the Company, (4) all items of gain, loss or expense related to the disposal of a segment of a
business, (5) all items of gain, loss or expense for the year related to discontinued operations that do not qualify as a segment of a business as defined in APB Opinion No. 30 (or successor literature), (6) adjustments to
compensation expense as disclosed and described in the Company’s public filings to exclude compensation expense attributable to equity-based awards granted prior to or in connection with the Company’s initial public offering of its common
stock, and (7) such other items as may be prescribed by Section 162(m) of the Code and the Treasury Regulations thereunder as may be in effect from time to time. 
 2.14 “Performance Period” means any fiscal period of the Company not to exceed three (3) Plan Years. 
 2.15 “Plan Year” means the fiscal year of the Company beginning in 2008 and each succeeding fiscal year of the Company. 
  

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 2.16 “Target Award” means the target award payable under the Plan to a Participant for
the Performance Period, expressed as a percentage of his or her Base Salary or an amount, as determined by the Committee in accordance with Section 3.3. 
 SECTION 3 
 SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS 
 3.1 Selection of Participants. On or prior to the Determination Date, the Committee, in its sole discretion, shall select the individuals who
shall be Participants for the Performance Period. In selecting Participants, the Committee shall choose individuals who are likely to have a significant impact on the performance of the Company. Participation in the Plan is in the sole discretion of
the Committee, and on a Performance Period by Performance Period basis. Accordingly, an individual who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent
Performance Period or Periods. 
 3.2 Determination of Performance Goals. On or prior to the Determination Date, the Committee, in its
sole discretion, shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing. 
 3.3 Determination of Target Awards. On or prior to the Determination Date, the Committee, in its sole discretion, shall establish a Target Award for each Participant. Each Participant’s Target Award shall
be determined by the Committee in its sole discretion, and each Target Award shall be set forth in writing. 
 3.4 Determination of Payout
Formula or Formulae. On or prior to the Determination Date, the Committee, in its sole discretion, shall establish a Payout Formula or Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout
Formula shall (a) be in writing, (b) be based on a comparison of actual performance to the Performance Goals, (c) provide for the payment of a Participant’s Target Award if the Performance Goals for the Performance Period are
achieved, and (d) provide for an Actual Award greater than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals. Notwithstanding the preceding, no
participant’s Actual Award under the Plan may exceed the Maximum Award. 
 3.5 Determination of Actual Awards. After the end of
each Performance Period, the Committee shall certify in writing the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Actual Award for each Participant shall be determined
by applying the Payout Formula to the level of actual performance which has been certified by the Committee. Notwithstanding any contrary provision of the Plan, (a) the Committee, in its sole discretion, may eliminate or reduce the Actual Award
payable to any Participant below that which otherwise would be payable under the Payout Formula, (b) if a Participant terminates employment with the Company prior to the date the Actual Award for the Performance Period is paid, the Committee
shall reduce his or her Actual Award proportionately based on the date of termination (and subject to further reduction or elimination under clause (a) of this sentence). Notwithstanding anything in the Plan to the contrary, once Performance
Goals are achieved, the Committee may not have the discretion to increase the amount payable hereunder. 
  

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 SECTION 4 
 PAYMENT OF AWARDS 
 4.1 Right to Receive Payment. Each Actual Award that may become payable
under the Plan shall be paid solely from the general assets of the Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor
with respect to any payment to which he or she may be entitled. 
 4.2 Timing of Payment. Payment of each Actual Award shall be made
within two and one-half months after the Committee determines the amount of the Actual Award (if any) under Section 3.5. 
 4.3 Form
of Payment. Each Actual Award normally shall be paid in cash (or its equivalent) in a single lump sum. However, the Committee, in its sole discretion, may declare any Actual Award, in whole or in part, payable in the form of a stock bonus
(whether restricted or unrestricted) granted under the Company’s 2007 Share Incentive Plan or successor equity compensation plan. The number of shares granted shall be determined by dividing the cash amount of the Actual Award by the fair
market value of a share of Company common stock on the date that the cash payment otherwise would have been made. For this purpose, “fair market value” shall be defined as provided in the Company’s 2007 Share Incentive Plan or
successor equity compensation plan. 
 4.4 Other Deferral of Actual Awards. The Committee may establish one or more programs
under the Plan to permit selected Participants the opportunity to elect to defer receipt of Actual Awards. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or
other earnings, if any, on amounts so deferred, and such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program. 
 4.5 Payment in the Event of Death. If a Participant dies prior to the payment of an Actual Award earned by him or her for a Performance Period,
the Actual Award shall be paid to the Participant’s Beneficiary. In addition, if a Participant dies prior to the completion of a Performance Period, the Performance Goal for such Performance Period will be deemed achieved and a
Participant’s Target Award shall be paid to the Participant’s Beneficiary; provided, however, the Committee, in its sole discretion, may eliminate or reduce the Target Award payable to any Participant’s Beneficiary below that which
otherwise would be payable. If a Participant fails to designate a Beneficiary or if each person designated as a Beneficiary predeceases the Participant or dies prior to distribution of the Participant’s benefits, then the Committee shall direct
the distribution of such benefits to the Participant’s estate. 
 4.6 Payment in the Event of a Corporate Transaction. In the
event of a Corporate Transaction, the Performance Goal for the Performance Period in which such Corporate Transaction takes place shall be deemed achieved as of the date immediately prior to the 

  

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effective date of such Corporate Transaction and a Participant’s Target Bonus shall be paid on the effective date of such Corporate Transaction;
provided, however, the Committee, in its sole discretion, may eliminate or reduce the Target Award payable to any Participant below that which otherwise would be payable. 
 SECTION 5 
 ADMINISTRATION 
 5.1 Administrator. The Plan shall be administered by the Board, or if so delegated, by the Committee. 
 5.2 Committee Authority. The Committee shall have all discretion and authority necessary or appropriate to administer the Plan and to interpret
the provisions of the Plan. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive, and binding upon all persons, and shall be
given the maximum deference permitted by law. 
 5.3 Tax Withholding. The Company shall withhold all applicable taxes from any
payment, including any non-U.S., federal, state, and local taxes. 
 SECTION 6 
 GENERAL PROVISION 
 6.1 Nonassignability. A Participant shall have no
right to assign or transfer any interest under this Plan. 
 6.2 No Effect on Employment. The establishment and subsequent operation
of the Plan, including eligibility as a Participant, shall not be construed as conferring any legal or other rights upon any Participant for the continuation of his or her employment for any Performance Period or any other period. Generally,
employment with the Company is on an at will basis only. Except as may be provided in an employment contract with the Participant, the Company expressly reserves the right, which may be exercised at any time during a Performance Period, to terminate
any individual’s employment without cause and without regard to the effect such termination might have upon the Participant’s receipt of an Actual Award under the Plan. 
 6.3 No Individual Liability. In addition to such other rights of indemnification as they may have as members of the Board or as officers or
employees of the Company, members of the Board and any officers or employees of the Company to whom authority to act for the Board, the Committee or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by
law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan and against all amounts paid by them in settlement thereof (provided such settlement is approved by the
Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such
person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30) days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company,
in writing, the opportunity at the Company’s expense to defend the same. 
  

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 6.4 Severability; Governing Law. If any provision of the Plan is found to be invalid or
unenforceable, such provision shall not affect the other provisions of the Plan, and the Plan shall be construed in all respects as if such invalid provision has been omitted. The provisions of the Plan shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California. 
 6.5 Affiliates of the Company. Requirements referring to employment with the Company or payment of awards may, in the Committee’s discretion,
be performed through the Company or any affiliate of the Company. 
 6.6 Effect of Section 162(m) of the Code.
Section 162(m) of the Code does not apply to the Plan prior to the Company’s initial public offering. Following the Company’s initial public offering, the Plan, and all Actual Awards issued thereunder, are intended to be exempt from
the application of Section 162(m) of the Code, which restricts under certain circumstances the Federal income tax deduction for compensation paid by a public company to named executives in excess of $1 million per year. The exemption is
based on Treasury Regulation Section 1.162-27(f), in the form existing on the effective date of the Plan, with the understanding that such regulation generally exempts from the application of Section 162(m) of the Code compensation paid
pursuant to a plan that existed before a company becomes publicly held. Under such Treasury Regulation, this exemption is available to the Plan for the duration of the period that lasts until the earlier of (i) the expiration of the Plan,
(ii) the material modification of the Plan, (iii) the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Company first becomes
subject to the reporting obligations of Section 12 of the Exchange Act, or (iv) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. Actual Awards in excess of THIRTY MILLION
DOLLARS ($30,000,000) in the aggregate shall not be paid in reliance on this exemption. To the extent that the Administrator determines as of the Determination Date that the exemption described above is no longer available with respect to such
Target Award, such Target Award shall not be effective until any stockholder approval required under Section 162(m) of the Code has been obtained. 
 SECTION 7 
 AMENDMENT AND TERMINATION 
 7.1 Amendment and Termination. The Board may amend or terminate the Plan at any time and for any reason; provided, however, that if and to the
extent required to ensure the Plan’s qualification under Code Section 162(m), any such amendment shall be subject to stockholder approval. 
  

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