Re: Initial Public Offering of NTR Acquisition Co.

Exhibit 10.3

[Form of Letter Agreement for

Directors and Officers of NTR Acquisition Co.]

, 2006

NTR Acquisition Co.

100 Mill Plain Road, Suite 320

Danbury, Connecticut 06811

Ladies and Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NTR Acquisition Co., a Delaware corporation (the “Company”), Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 11 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

1.            In the event that the Company fails to consummate an Initial Business Combination within 24 months from the effective date (the “Effective Date”) of the registration statement relating to the IPO (the “Registration Statement”), the undersigned will take all reasonable actions within his or her power to (a) cause the Trust Account to be liquidated and distributed to the holders of the IPO Shares and the Private Placement Shares as soon as reasonably practicable and (b) cause the Company to liquidate as soon as reasonably practicable (the earliest date on which the conditions in clauses (a) and (b) are both satisfied being the “Liquidation Date”). The undersigned agrees that in

connection with any cessation of corporate existence of the Company on _______, 2008, he or she will cause the Company to adopt a plan of dissolution and distribution in accordance with Section 281(b) of the Delaware General Corporation Law or any successor provision thereto.

2.            [(a) The undersigned agrees to indemnify and hold harmless the Company, jointly and severally with the other parties who have provided such an indemnity, against claims made by third parties, but only if, and to the extent, the claims reduce the amounts in the Trust Account available for payment to holders of the IPO Shares and the Private Placement Shares in the event of a liquidation and the claims are made by a vendor for services rendered, or products sold, to the Company, or by a prospective target business arising out of any negotiations, contracts or agreements with the Company, provided that such indemnity shall not apply to any claimed amounts owed to a third party who executed a waiver of any right, title, interest or claim of any kind in or to the Trust Account, or as to any claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

(b)        The undersigned represents and warrants that he or she is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act.] ¹

3.            The undersigned acknowledges and agrees that the Company will not consummate an Initial Business Combination involving a company that is affiliated with the undersigned or any of his or her affiliates.

4.            Neither the undersigned, nor any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept a finder’s fee, consulting fee or any other compensation from any person or entity in connection with an Initial Business Combination. Subject to the review and approval of the Company’s Audit Committee (or the Company’s Board of Directors if the undersigned is a member of the Company’s Audit Committee), the undersigned shall be entitled to reimbursement from the Company for his or her out-of-pocket expenses incurred in connection with seeking and consummating an Initial Business Combination.

5.            Neither the undersigned, nor any member of the family of the undersigned nor any affiliate of the undersigned will accept a finder’s fee, consulting fee or any other compensation or fees from any other entity in connection with an Initial Business Combination, other than any compensation or

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¹ This section applies only to Mr. Gilliam, Mr. Hantke, Mrs. Hendricks, Mr. Ortale and Mr. Rodriguez.

fees that may be received for an