**EXHIBIT 10.33**

**NEWTON ACQUISITION, INC.**

**CASH INCENTIVE PLAN**

**(EFFECTIVENOVEMBER 29, 2005)**

**Section1.  Purpose.**

The purpose of thisNewton Acquisition, Inc. Cash Incentive Plan (this “**Plan**”) is to aid Newton Acquisition, Inc. and its affiliates(the “**Company**”) in providing acorporate benefit to key professionals of The Neiman Marcus Group, Inc. and itsaffiliates (the “**Employer**”) toalign their interests and motivations with the commercial goals of the Company.

**Section 2.**  **CertainDefinitions.**

(a)  “**Bonus Pool**”shall mean $14 million, less the amount payable, if any, to Burton M. Tanskypursuant to Section 5(c)(ii) of his Employment Agreement with the Company.

(b)  “**Cash Bonus**”shall mean, with respect to a Participant, such Participant’s Pro Rata Portionof the Bonus Pool.

(c)  “**Cause**”shall have the meaning set forth in the Management Stockholders’ Agreement.

(d)  “**Change ofControl**” shall have the meaning set forth in the ManagementStockholders’ Agreement.

(e)  “**Committee**”means the Board of Directors of the Company or any committee the Board ofDirectors may designate from among its members to administer this Plan.

(f)  “**CommonStock**” means the common stock of the Company, par value US $0.01 pershare.

(g)  “**EligibleEmployee”**means each individualother than Burton M. Tansky who has been granted an Option.

(h)  “**Employer**”has the meaning set forth in the preamble to this Plan.

(i)   “**Incentive Plan**”means the Company’s Management Equity Incentive Plan.

(j)  “**InitialPublic Offering**” shall have the meaning set forth in the ManagementStockholders’ Agreement.

(k)  “**MajorityStockholder**” shall have the meaning set forth in the ManagementStockholders’ Agreement.

(l)  “**ManagementStockholders’ Agreement**” shall mean the Management Stockholders’Agreement, dated as of October 6, 2005, by and among the Company, the MajorityStockholder, and the Management Stockholders (as defined therein).

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(m)  “**Option**”shall mean any option to purchase Common Stock granted on November 29, 2005under the  Incentive Plan, and each additionaloption granted under the Incentive Plan thereafter if and to the extent determined by the Committee in itsdiscretion after consultation with the Chief Executive Officer of the Company.

(n)  “**Participant**”shall mean each Eligible Employee who is either employed as of the PaymentEvent or was terminated without Cause within the six-month period immediatelypreceding the Payment Event.

(o)  “**ParticipantHoldings**” shall mean the sum of (A) the aggregate number of Sharesheld by all Participants (or their Permitted Transferees) employed by theEmployer as of the Payment Event as a result of the previous exercise ofOptions, (B) the aggregate number of Shares underlying outstanding vested andunvested Options held by all Participants (or their Permitted Transferees)employed by the Employer as of the Payment Date, (C) the aggregate number ofShares held on the date of termination by all Participants (or their PermittedTransferees) whose employment was terminated without Cause within the six-monthperiod immediately preceding the Payment Event as a result of the previousexercise of Options and (D) the aggregate number of Shares underlying vestedOptions held on the date of termination by all Participants (or their PermittedTransferees) whose employment was terminated without Cause within the six-monthperiod immediately preceding the Payment Event.

(p)  “**PaymentEvent**” shall mean the earlier to occur of a Change of Control or anInitial Public Offering, subject to the provisions of Section 4.

(q)  “**PermittedTransferee**” shall mean the meaning set forth in the Incentive Plan.

(r)  “**Pro RataPortion**” shall mean, as of the Payment Event:

(i)    In the case of a Participant employed withthe Employer on the Payment Event, the portion of the Bonus Pool that bears thesame ratio as the sum of the Shares underlying outstanding vested and unvestedOptions held by such Participant (or his Permitted Transferees) plus any Sharesheld by such Participant (or his Permitted Transferees) as a result of theprevious exercise of Options bears to the Participant Holdings; and

(ii)  In the case of a Participant whose employmentwas terminated without Cause within the six-month period immediately precedingthe Payment Event, the portion of the Bonus Pool that bears the same ratio asthe sum of the Shares underlying the vested Options held by such Participant(or his Permitted Transferees) on the date of termination plus any Shares heldby the Participant (or his Permitted Transferees) on the date of termination asa result of the previous exercise of Options bears to the Participant Holdings.

(s)  “**Shares**”shall mean shares of Common Stock.

**Section3.**  **Administration.**

This Plan shall beadministered by the Committee, which shall have full discretion to administerthis Plan, including but not limited to discretion (A) to determine allquestions related to a Participant’s entitlement to receive the Cash Bonus, (B)to interpret and construe any provision of this Plan, and (C) to adopt, amend,or rescind any rules and regulations for the operation and administration ofthis Plan.  Decisions of the Committeeshall be final and binding for all purposes. None of the Company, the Employer, the Committee, nor any member of theCommittee, shall be liable to any party for any action, omission, ordetermination relating to this Plan. This Plan shall be administered at the expense of the Company.

**Section4.  Cash Bonuses.**

(a)           Subject to the terms of this Plan,upon the occurrence of the Payment Event, each Participant shall be entitled toa Cash Bonus, provided that the internal rate of return to the MajorityStockholder in respect of their direct and indirect investment in the Companyis positive.  The Majority Stockholder’sinternal rate of return shall be calculated in the case of an Initial PublicOffering as if the Majority Stockholder sold all of its direct and indirectequity interests in the Company at a per share price equal to the InitialPublic Offering price or, in the case of a

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Change of Control, based on the value of its equity interests impliedby the transaction giving rise to the Change of Control, and in each case,taking into account all investments made directly or indirectly in the Company,all management and transaction fees paid by the Company or its subsidiaries tothe Majority Stockholder and all expenses incurred by the Majority Stockholderin connection with the investment.

(b)           In no event shall a Participant beentitled to receive a Cash Bonus (A) prior to the Payment Event and (B) unlessand until the Committee in its sole discretion determines that the conditionsset forth in Section 4(a) above have been satisfied with respect to suchParticipant.

**Section5.**  **Payment.**

(a)           The Company shall pay eachParticipant the Cash Bonus as soon as administratively practical following, butin all cases within two and a half months of, a Payment Event.

(b)           The Company shall deduct from allpayments and distributions under this Plan any required federal, state, orlocal government tax withholdings.

(c)           The Company may, if the Committee inits sole discretion shall so determine, offset any amounts that a Participantmay owe to the Company or the Employer against any distribution of the CashBonus that would otherwise have been made to the Participant.

**Section6.**  **General Provisions.**

(a)  **No Right to ContinuedEmployment**.  Nothing containedin this Plan shall confer upon the Participant any right with respect to thecontinuation of his or her employment by the Employer, or interfere in any waywith the right of the Employer at any time to terminate such employment or toincrease or decrease the compensation of the employee or Participant.  No person other than the Participants shallhave any claim or right to participate in this Plan.  Any conditional grant by the Company to anyParticipant of any Cash Bonus contemplated herein shall neither require theCompany to make any additional grant to such Participant or any otherParticipant or other person at any time nor preclude the Company from makingsubsequent grants to such Participant or any other Participant or other personat any time.

(b)  **Participationin Other Plans.**  Nothing inthis Plan shall be deemed to entitle a Participant to participate in, norprohibit nor restrict any Participant participation in, any other plan,program, or arrangement maintained by the Company or the Employer.

(c)  **Amendment;Termination.**  The Company mayat any time, in its sole discretion, terminate or amend this Plan, provided that any such termination or amendment shall not impair oradversely affect an Eligible Employee’s rights under this Plan without suchEligible Employee’s written consent.

(d)  **Section409A.**  Notwithstanding anyprovision herein to the contrary, the Committee may, in its sole discretion,change the form and timing of any distribution or otherwise modify the terms ofthis Plan in order to comply with applicable law, including, withoutlimitation, in order to avoid adverse tax treatment to any Participant underSection 409A of the Code; provided that the Committee shall usecommercially reasonable efforts to put the Participants in the same position asthey would have been in but for the application of this Section 6(d).

(e)**  UnfundedStatus of Plan.**  The Companyshall not have any obligation to establish any separate fund or trust or othersegregation of assets to provide for payments under this Plan.  To the extent any person acquires any rightsto receive payments hereunder from the Company, such rights shall be no greaterthan those of an unsecured creditor.

(f)  **GoverningProvisions.**  The provisions ofthis Plan shall govern in all respects the allocation, distribution, and natureof the Cash Bonuses, and shall supersede all prior written agreements andnegotiations and oral understandings regarding such Cash Bonuses, if any.

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(g)  **GoverningLaw.**  This Plan and the rightsof all persons under this Plan shall be construed and administered inaccordance with the laws of the State of Delaware, without regard to itsconflict of law principles.

(h)  **EffectiveDate.**  This Plan is effectiveas of November 29, 2005.

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