5.11 pants must be hit-or-miss in regards to the knee pads. I've had three different pairs, including one of the newest EMS tactical pants, and have never had the knee pads placed correctly. They're always off to the side and slightly too low. And it's not as if the pants are too long for me; if anything, they're too short. If I cross one leg over the other (the manly way, not the feminine way), the hem hikes almost all the way up to the top of my 10" boot.
So I don't know what it is about some of us. I know lots of people say the 5.11 pants with knee pads are great, but for another set of people, they're pretty useless.
I'm just looking for something I can wear under the pants so as to be fairly inconspicuous, yet be comfortable enough to wear directly on the skin.