<PAGE>
                                                                    EXHIBIT 10.1


                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY

ROBERT WEISMAN,                        )
                                       )
                                       )
              Plaintiff,               )
                                       )
           v.                          )      C.A. No. 881-N
                                       )
STEVEN ROTH, RUSSELL B. WIGHT, MICHAEL )
D. FASCITELLI, DOUGLAS H. DITTRICK,    )
MARTIN N. ROSEN, RICHARD WEST, VORNADO )
REALTY TRUST, VORNADO REALTY, L.P.,    )
                                       )
                                       )
              Defendants,              )
                                       )
           and                         )
                                       )
VORNADO OPERATING COMPANY,             )
a Delaware corporation,                )
                                       )
Nominal Defendant.                     )
                                       )
                                       )

                            STIPULATION OF SETTLEMENT

      The parties to the above-captioned action, by and through their respective
attorneys, have entered into the following Stipulation of Settlement (the
"Stipulation") subject to the approval of the Court of Chancery of the State of
Delaware, in and for New Castle County (the "Court"). The settlement
contemplated by this Stipulation is referred to herein as the "Settlement."
<PAGE>
WHEREAS

            A. This is an action brought (i) as a putative class action lawsuit
purportedly on behalf of the stockholders of Vornado Operating Company ("VOOC"
or the "Company"), and (ii) as a putative derivative action purportedly on
behalf of the Company currently pending in the Court of Chancery of the State of
Delaware, styled Weisman v. Roth, C.A. No. 881-N (the "Action"), against
defendants Steven Roth, Russell B. Wight, Michael D. Fascitelli, Douglas H.
Dittrick, Martin N. Rosen, and Richard West (the "Individual Defendants") and
against Vornado Realty Trust and Vornado Realty, L.P. (together with the
Individual Defendants, the "Defendants").

            B. The Action challenges (i) a transaction in which Vornado Crescent
Logistics Operating Partnership ("VCLOP") sold its 100% membership interest in
Americold Logistics, LLC ("Americold Logistics") to Americold Realty Trust (the
"Americold Sale"), and (ii) the proposed dissolution of the Company, which is
subject, among other conditions, to the approval of the holders of a majority of
the outstanding stock of the Company (the "Dissolution").

            C. The Company has called a special meeting of its stockholders to
be held on December 17, 2004 (the "Special Meeting"), and, on or about November
17, 2004, distributed a definitive proxy statement (the "Proxy Statement") to
its stockholders seeking their approval of the Dissolution.

            D. The complaint in the Action primarily alleges that the Defendants
violated Delaware law and breached their fiduciary duties to the Company and its


                                       2
<PAGE>
stockholders by approving the Americold Sale, by failing to seek a vote of the
Company's stockholders on the Americold Sale, and by proceeding with the
Dissolution.

            E. Defendants maintain that they have not violated Delaware law and
have committed no breaches of fiduciary duties or any other breaches or
violations whatsoever in connection with the Americold Sale, the Special
Meeting, and/or the Dissolution.

            F. On November 24, 2004, the parties to the Action entered into a
Memorandum of Understanding (the "MOU") providing for a settlement of the
Action.

            G. Prior to and throughout the duration of the Action, plaintiff's
counsel conducted a thorough investigation into the substance of the claims
asserted in the Action, including analyzing publicly available sources and
analyzing applicable case law and other authorities. Based on this thorough
investigation, the events, negotiations and agreements described above, and an
analysis of applicable law, plaintiff and his counsel have concluded
preliminarily that the terms and conditions of the Settlement are fair,
reasonable, adequate and in the best interests of the Company, plaintiff, and
the Class (as defined below).

            H. Plaintiff has entered into this Stipulation after taking into
account, among other things, (i) the substantial benefits to the Company and to
the members of the Class (as defined below) from the Americold Sale, the Special
Meeting and the Dissolution, (ii) the risks of continued litigation in the
Action, (iii) the desirability of permitting the Settlement to be consummated as
provided by the terms of this Stipulation,


                                       3
<PAGE>
and (iv) the preliminary conclusion of plaintiff's counsel that the terms and
conditions of the Settlement are fair, reasonable, adequate and in the best
interests of the Company, the plaintiff and the Class (as defined below).

            I. Defendants have denied, and continue to deny, that any of them
have committed or have threatened to commit any violations of law or breaches of
duty to the plaintiff, the Class or anyone else. Defendants do not concede any
infirmity in their defenses against the claims alleged in the Action. Defendants
are entering into the Stipulation of Settlement solely because the proposed
Settlement will eliminate the uncertainty, distraction, burden and expense of
further litigation.

      NOW, THEREFORE, IT IS STIPULATED AND AGREED, subject to approval by the
Court pursuant to Court of Chancery Rules 23 and 23.1, for the good and valuable
consideration set forth herein and conferred on plaintiff and the Class (as
defined below), that all of the Settled Claims (as defined below) are
completely, fully, finally and forever compromised, settled, released,
discharged, extinguished and dismissed with prejudice, upon and subject to the
terms and conditions set forth herein.

      1. For purposes of this Stipulation:

            A. "Class" means all record and beneficial owners of Company stock
during the period beginning on October 14, 1998, through and including the date
of the completion of the Dissolution, including any and all of their respective
successors in interest, predecessors in interest, representatives, trustees,
executors, administrators, heirs, assigns or transferees, immediate and remote,
and any person or entity acting for or


                                       4
<PAGE>
on behalf of, or claiming under, any of them, and each of them, and excluding
the Defendants;

            B. "Released Persons" means Defendants in the Action or any of their
families, parent entities, associates, affiliates or subsidiaries, and each and
all of their respective past, present or future officers, directors,
stockholders, shareholders, representatives, employees, attorneys, financial or
investment advisors, consultants, accountants, investment bankers, commercial
bankers, engineers, advisors or agents, heirs, executors, trustees, general or
limited partners or partnerships, limited liability companies, members, heirs,
executors, personal and legal representatives, estates, administrators,
predecessors, successors and assigns, whether or not they were named, served
with process or appeared in the Action; and

            C. "Settled Claims" means all claims, demands, rights, actions or
causes of action, liabilities, damages, losses, obligations, judgments, suits,
fees, expenses, costs, matters and issues of any kind or nature whatsoever,
whether known or unknown, contingent or absolute, suspected or unsuspected,
disclosed or undisclosed, matured or unmatured, that have been, could have been,
or in the future can or might be asserted in the Action or in any court,
tribunal or proceeding (including, but not limited to, any claims arising under
federal or state statutory or common law relating to alleged fraud, breach of
any duty, negligence, violations of the federal securities laws or otherwise) by
or on behalf of any member of the Class, whether individual, class, derivative,
representative, legal, equitable or any other type or in any other capacity,
which have


                                       5

<PAGE>
arisen, could have arisen, arise now or hereafter arise out of, or relate in any
manner to the allegations, facts, events, transactions, acts, occurrences,
statements, representations, misrepresentations, omissions, or any other matter,
thing or cause whatsoever, or any series thereof, embraced, involved or set
forth in, or referred to or otherwise related, directly or indirectly, in any
way to, the complaint in the Action or the subject matter of the Action, the
Americold Sale, the Dissolution, any public filings or statements (including,
but not limited to, public statements and the Proxy Statement) by any of the
defendants in the Action or any other Released Persons related directly or
indirectly to the complaint in the Action, the Americold Sale and the
Dissolution; provided however, that the Settled Claims shall not include the
right of plaintiff or any members of the Class to enforce the terms of this
Stipulation.

      2. Upon approval of the Settlement and dismissal with prejudice of the
Action, Vornado Realty Trust shall pay to Vornado Operating L.P. (the
"Partnership"), a subsidiary of the Company, the sum of $4,515,941 (the
"Settlement Payment"). The award of attorneys fees and costs to plaintiff's
counsel relating to this action, the expenses contemplated by paragraph 10 of
this Stipulation, and any other reasonable litigation-related expenses disclosed
to plaintiff's counsel shall be paid from the Settlement Payment. The remaining
amount of the Settlement Payment shall be distributed to all of the interest
holders in the Partnership, including the Company, in proportion to the
interests held. If the Dissolution is approved at the Special Meeting, then the
Company's share of the distribution from the Partnership shall be distributed
pro rata to the


                                       6
<PAGE>
Company's stockholders in proportion to the number of shares held. If Interstate
Properties receives a distribution from the Settlement Payment as a holder of
interests in the Partnership and subsequently converts its interests in the
Partnership into shares of the Company's common stock, then Interstate
Properties shall not receive any portion of the distribution of the Settlement
Payment from the Company with respect to the shares it received as a result of
converting its interests in the Partnership.

      3. The Company shall supplement the Proxy Statement to describe the action
and the Settlement (the "Supplemental Proxy Statement"). Plaintiff's counsel
shall have the opportunity to review and comment upon a draft of the
Supplemental Proxy Statement. Plaintiff's counsel shall provide comments within
48 hours of receiving the draft of the Supplemental Proxy Statement. If no
comments are received within 48 hours, then the draft shall be deemed approved.
Defendants shall exercise their best efforts to mail the Supplemental Proxy
Statement on or before December 7, 2004, to the record holders of Company common
stock as of November 16, 2004 (the record date for the Special Meeting).

      4. Plaintiff's approval of the Supplemental Proxy Statement shall
constitute plaintiff's agreement that the Proxy Statement and the Supplemental
Proxy Statement fairly and adequately disclose information sufficient to enable
Company stockholders to make an informed decision concerning whether to vote in
favor of the Dissolution. This provision shall not limit in any way the right of
the Company to issue the Supplemental Proxy Statement without Plaintiff's
approval.


                                       7
<PAGE>
      5. Plaintiff agrees that the Special Meeting may proceed as scheduled,
subject to the right of the Company to adjourn or postpone the Special Meeting.

      6. Plaintiff shall dismiss with prejudice the action pending in this Court
styled Weisman v. Vornado Operating Company, C.A. No. 882-N.

      7. Defendants shall provide plaintiff's counsel with document production
and will provide for a deposition of one member of the Company's special
committee on or before December 20, 2004, to confirm the fairness, adequacy and
reasonableness of the Settlement and the supplemental disclosures contemplated
herein.

      8. The releases contemplated by this Stipulation extend to claims that any
parties granting a release (the "Releasing Parties") do not know or suspect to
exist at the time of the release, which if known, might have affected the
Releasing Parties' decision to enter into this release. The Releasing Parties
will be deemed to relinquish, to the extent applicable, and to the full extent
permitted by law, the provisions, rights and benefits of Section 1542 of the
California Civil Code which provides:

      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
      KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
      RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
      SETTLEMENT WITH THE DEBTOR.

In addition, the Releasing Parties will be deemed to relinquish, to the extent
applicable, and to the full extent permitted by law, the provisions, rights and
benefits of any law of any state or territory of the United States, federal law,
or principle of common law, which is similar, comparable or equivalent to
Section 1542 of the California Civil Code. The


                                       8
<PAGE>
Releasing Parties acknowledge that the Releasing Parties may discover facts in
addition to or different from those now known or believed to be true with
respect to the Settled Claims, but that it is the intention of the Releasing
Parties to hereby completely, fully, finally and forever compromise, settle,
release, discharge and extinguish any and all Settled Claims known or unknown,
suspected or unsuspected, which now exist, or heretofore existed, or may
hereafter exist, and without regard to the subsequent discovery or existence of
additional or different facts. The Releasing Parties warrant that the Releasing
Parties have read and understand Section 1542 of the California Civil Code and
have had the opportunity to consult with and be advised by counsel regarding its
meaning and effect. The Releasing Parties hereby voluntarily waive the
provisions, rights and benefits of Section 1542 of the California Civil Code and
the provisions, rights and benefits of any law of any state or territory of the
United States, federal law, or principle of common law, which is similar,
comparable or equivalent to Section 1542 of the California Civil Code.

      9. As soon as practicable after this Stipulation is executed, the parties
will jointly apply to the Court for an order in substantially the form attached
hereto as Exhibit A (the "Scheduling Order"), which will include provisions:

            A. scheduling a hearing (the "Settlement Hearing") during the week
of December 27, 2004, at which the Court will: (i) determine whether the Action
should be conditionally certified as a class action pursuant to Court of
Chancery Rules 23(a), 23(b)(1) and (b)(2); (ii) determine whether the terms and
conditions of the Settlement are fair, reasonable, adequate and in the best
interests of the Company and the Class; (iii)


                                       9
<PAGE>
determine whether a final judgment should be entered dismissing the Action as to
the Released Persons with prejudice as against the plaintiffs and the Class,
releasing the Settled Claims, and barring and enjoining prosecution of any and
all Settled Claims; (iv) consider the application of plaintiff's counsel for an
award of attorneys' fees and expenses; (v) hear and determine any objections to
the Settlement and the application of plaintiff's counsel for an award of
attorneys' fees and expenses; and (vi) order such other relief as the Court may
deem necessary and appropriate; and

            B. directing that a Notice of Pendency of Class and Derivative
Action, Proposed Settlement and Settlement Hearing, substantially in the form
attached hereto as Exhibit B (the "Notice"), be sent to all record and
beneficial holders of Company, other than the defendants, on November 16, 2004
(the record date for the Special Meeting), and further provide that distribution
of the Notice substantially in the manner set forth in the Scheduling Order
constitutes the best notice practicable under the circumstances, meets the
requirements of applicable law, is due and sufficient notice of all matters
relating to the Settlement, and fully satisfies the requirements of due process
and the Court of Chancery Rules.

      10. The Company shall be responsible for providing notice of the
Settlement to the members of the Class. All reasonable costs and expenses
incurred in providing notice of the Settlement pursuant to the Scheduling Order
shall be paid out of the Settlement Fund.


                                       10
<PAGE>
      11. If the Settlement (including any modification thereto made with the
consent of the parties as provided for herein) is approved by the Court, the
parties to this Stipulation will promptly request the Court to enter an Order
and Final Judgment, substantially in the form attached hereto as Exhibit C (the
"Final Order"), which among other things:

            A. certifies the Class pursuant to Court of Chancery Rules 23(a),
23(b)(1) and 23(b)(2) for purposes of the Settlement, approves the Settlement,
adjudges the terms of the Settlement to be fair, reasonable, adequate and in the
best interests of the Company and the Class, and directs consummation of the
Settlement in accordance with the terms and conditions of this Stipulation;

            B. determines that the requirements of the Court of Chancery Rules
and due process have been satisfied in connection with notice to the Class; and

            C. dismisses the Action with prejudice, said dismissal subject only
to compliance by the parties with the terms of this Stipulation and any Order of
the Court concerning this Stipulation, and permanently enjoins the plaintiffs,
the Class and their respective affiliates, and anyone claiming through or for
the benefit of any of them, from asserting, commencing, prosecuting, assisting,
instigating or in any way participating in the commencement or prosecution of
any action or other proceeding, in any forum, asserting any Settled Claims,
either directly, representatively, derivatively or in any other capacity.


                                       11
<PAGE>
      12. Pending final determination of whether the Settlement should be
approved, the parties to the Action shall apply jointly to the Court for an
Order enjoining and barring plaintiff and all members of the Class, and any of
them, from commencing, prosecuting, instigating or in any way participating in
the commencement or prosecution of any action asserting any Settled Claims,
either directly, representatively, derivatively or in any other capacity,
against any Released Person, which have been or could have been asserted, or
which arise out of or related in any way to any of the transactions or events
described in any complaint or amended complaint in the Action or either of them.

      13. In the event that the Settlement proposed herein is not approved by
the Court, or the Court approves the Settlement but such approval is reversed or
vacated or substantially modified on appeal, reconsideration or otherwise, and
such order reversing or vacating or modifying the Settlement becomes final by
lapse of time or otherwise, then the Settlement shall be null and void and of no
force and effect, unless otherwise agreed to in writing by the parties to this
Stipulation. In the event the Settlement is rendered null and void for any
reason, Defendants reserve the right to oppose certification of any class in
future proceedings and each party shall be restored to his, her or its
respective position as the party existed prior to execution of the MOU, neither
the MOU nor this Stipulation shall be deemed to prejudice in any way the
respective positions of the parties with respect to the Action, and neither the
existence of the MOU nor this Stipulation, nor their contents, shall be
admissible in evidence or shall be referred to for any purpose in the Action or
in any other litigation or proceeding.


                                       12
<PAGE>
        14. Each Released Person specifically disclaims any liability whatsoever
relating to any of the Settled Claims, expressly denies having engaged in, or
threatened to engage in, any breach of duty, violations of law or wrongful or
illegal activity or having failed to act in any matter required by law or rule,
or having violated, or threatened to violate, any law or regulation or duty,
expressly denies that any person or entity has suffered any harm or damages as a
result of such Released Person's involvement with the Settled Claims (or the
events at issue therein), and such Released Person is making this Settlement
(without conceding any infirmity in such Released Person's defenses against the
Settled Claims) solely to avoid the uncertainty, distraction, burden and expense
occasioned by litigation. Each Released Person believes such Released Person
acted, at all times, in the best interests of the Company and its stockholders.
The Court has made no finding that any Released Person has engaged in any
wrongdoing or wrongful conduct or otherwise acted improperly or in violation of
any law or regulation or duty in any respect.

      15. The provisions contained in this Stipulation and all negotiations,
statements and proceedings in connection therewith, including the MOU, are not,
will not be argued to be, and will not be deemed to be a presumption, concession
or admission by any Defendant of any fault, liability or wrongdoing as to any
facts or claims that have been or might be alleged or asserted in the Action, or
any other action or proceeding that has been, will be, or could be brought, and
shall not be interpreted, construed, deemed,


                                       13
<PAGE>
invoked, offered, or received in evidence or otherwise used by any person in the
Action, or in any other action or proceeding, whether civil, criminal or
administrative.

      16. This Stipulation may be executed in any number of actual or telecopied
counterparts and by each of the different parties on several counterparts, each
of which when so executed and delivered will be an original. The executed
signature page(s) from each actual or facsimile counterpart may be joined
together and attached and will constitute one and the same instrument.

      17. The waiver by any party of any breach of this Stipulation will not be
deemed or construed as a waiver of any other breach of this Stipulation, whether
prior, subsequent, or contemporaneous.

      18. In addition to the actions specifically provided for in this
Stipulation, the parties will use their reasonable best efforts from the date
hereof to take, or cause to be taken, all actions, and to do, or cause to be
done, all things, reasonably necessary, proper or advisable under applicable
laws, regulations and agreements to consummate and make effective this
Stipulation (including, but not limited to, using their best efforts to resolve
any objections raised to the Settlement). Unless plaintiff exercises its right
to withdraw after the completion of confirmatory discovery, the parties and
their attorneys agree to cooperate fully with one another in seeking the Court's
approval of this Stipulation and the Settlement and to use their best efforts to
effect the consummation of this Stipulation and the Settlement.


                                       14
<PAGE>
      19. Without further order of the Court, the parties may agree to
reasonable extensions of time not expressly set by the Court order to carry out
any of the provisions of this Stipulation.

      20. Each party represents and warrants that the party, or a responsible
officer or partner or other fiduciary thereof, has read this Stipulation and
understands the contents hereof.

      21. Each party represents and warrants that the party has made such
investigation of the facts pertaining to the Settlement and of all of the
matters pertaining thereto as the party deems necessary and advisable.

      22. Each term of this Stipulation is contractual and not merely a recital.

      23. Plaintiff intends to petition the Court for an award of attorneys'
fees and expenses. Any such petition shall be filed in advance of the Settlement
Hearing, and the parties shall seek to have the Court rule on the petition at
the Settlement Hearing. Defendants agree not to oppose any petition that seeks
an award of attorneys' fees and expenses in an amount equal to or less than
$250,000 (the "Fee Application"). The Partnership, on its own behalf and/or on
behalf and for the benefit of the Defendants in the Action, agrees to pay any
fees and expenses awarded by the Court out of the Settlement Payment. Final
resolution by the Court of the Fee Application shall not be a precondition to
the dismissal of the Action in accordance with this Stipulation.

      24. The Fee Application may be considered separately from the proposed
Settlement of the Action. The Partnership shall pay any fees and expenses
awarded by


                                       15
<PAGE>
the Court in the Action to plaintiffs' counsel in the Action within five (5)
business days after the date on which the Final Order is approved.

      25. This Stipulation may not be amended, changed, waived, discharged or
terminated (except as explicitly provided herein), in whole or in part, except
by an instrument in writing signed by the party against whom enforcement of such
amendment, change, waiver, discharge or termination is sought.

      26. This Stipulation and the Settlement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to Delaware's principles governing choice of law. Any action relating to this
Stipulation or the Settlement will be filed exclusively in the Court. Each party
hereto (i) consents to personal jurisdiction in any such action (but in no other
action) brought in the Court, (ii) consents to service of process by registered
mail upon such party and/or such party's agent, (iii) waives any objection to
venue in the Court and any claim that Delaware or the Court is an inconvenient
forum, and (iv) waives any right to demand a jury trial as to any such action.

      27. This Stipulation constitutes the entire agreement among the parties
with respect to the subject matter hereof, and supersedes all prior or
contemporaneous oral or written agreements, understandings or representations,
including without limitation the MOU. All of the exhibits hereto are
incorporated herein by reference as if set forth herein verbatim, and the terms
of all exhibits are expressly made part of this Stipulation.


                                       16
<PAGE>
      28. This Stipulation is and will be binding upon, and inure to the benefit
of, the parties and their respective affiliates, agents, executors, heirs,
successors and permitted assigns.

      29. Each plaintiff in the Action warrants and represents that he or she
has not assigned, encumbered or in any manner transferred (in whole or in part),
or purported to assign, encumber or in any manner transfer (in whole or in
part), any claim or cause of action (i) referred to in the Action or (ii) which
constitutes a Settled Claim, and that he or she will not do so.

      30. The terms and provisions of this Stipulation are intended solely for
the benefit of the Released Persons, the Class, and their respective successors
and permitted assigns, and it is not the intention of the parties to confer
third party beneficiary rights or remedies upon any other person or entity,
except any attorneys' fees and expenses to be paid pursuant to the terms of this
Stipulation.

      31. This Stipulation will be deemed to have been mutually prepared by the
parties and will not be construed against any of them by reason of authorship.

      32. If any provision of this Stipulation is held to be illegal, invalid,
or unenforceable (i) such provision will be fully severable, (ii) this
Stipulation will be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Stipulation, and
(iii) the remaining provisions of this Stipulation will remain in full force and
effect and will not be affected by the illegal, invalid, or unenforceable
provision or by its severance from this Stipulation.


                                       17
<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Stipulation effective
as of the date set forth below.

<TABLE>
<S>                                      <C>
/s/ STEPHEN E. JENKINS                   /s/ J. TRAVIS LASTER
----------------------                   --------------------
Stephen E. Jenkins (No. 2152)            J. Travis Laster (No. 3514)
Richard D. Heins (No. 3000)              Philippe Y. Blanchard (No. 4493)
Ashby & Geddes                           Richards, Layton & Finger, P.A.
222 Delaware Avenue                      One Rodney Square
P.O. Box 1150                            P.O. Box 551
Wilmington, Delaware  19899              Wilmington, Delaware  19899
(302) 654-1888                           (302) 651-7700
Attorneys For Plaintiff                  Attorneys For Defendants

DATED: November 29, 2004
</TABLE>


                                       18