1
EXHIBIT 99(a)(16)
AGREEMENT
1. LG Semicon Co., Ltd., a Korean corporation ("Semicon"), as the record
and beneficial owner of approximately 42% of the issued and outstanding voting
capital stock (the "Semicon-Owned Stock") of Zenith Electronics Corporation, a
Delaware corporation ("Zenith"), hereby appoints LG Electronics Inc., a Korean
corporation ("LGE") (and any officer or agent of LGE, with full power of
substitution) as its true and lawful attorney-in-fact and in its name, place
and stead to vote the Semicon-Owned Stock at any meeting of stockholders of
Zenith, and to execute written consents in respect of the Semicon-Owned Stock
in lieu of any such meeting.
2. This proxy is irrevocable. The foregoing power of attorney shall be
fully binding upon any individual, partnership, corporation or other entity who
shall acquire any beneficial interest in the Semicon-Owned Stock.
3. This proxy shall terminate thirteen (13) years after the date hereof.
Executed and delivered as of this 25th day of March, 1997.
LG SEMICON CO., LTD.
/s/ Xxxxx Xxxx Mun
-------------------------------------------
LG Semicon Co., Ltd.
Xxxxx Xxxx Mun, President
Accepted and Agreed this
25th day of March, 1997
LG ELECTRONICS, INC.
/s/ Cha Hong (Xxxx) Xxx
----------------------------------
Cha Hong (Xxxx) Koo, President
